XCF Global (SAFX) S-4 registers shares for merger that gives Southern Energy 35%, DevvStream 15%
Rhea-AI Filing Summary
XCF Global, Inc. filed a Form S-4 registering shares to be issued in connection with a proposed Business Combination pursuant to the Business Combination Agreement dated April 13, 2026. The transaction would combine XCF Global, DevvStream and Southern Energy into a publicly traded platform focused on sustainable aviation fuel, green methanol and environmental-attribute monetization.
The merger consideration is structured as stock: Southern Energy will receive shares equal to 35% of XCF Global Common Shares outstanding immediately prior to the Effective Time; DevvStream will receive shares equal in aggregate to 15% of XCF Global Common Shares outstanding immediately prior to the Effective Time (allocated pro rata to DevvStream holders). Post-closing ownership is expected to be approximately 66.7% XCF Global, 23.3% Southern Energy and 10.0% DevvStream.
Positive
- None.
Negative
- None.
Insights
Registration covers shares issuable to former DevvStream and Southern Energy holders under a stock-for-stock merger.
The Form S-4 registers XCF Global Common Shares issuable pursuant to the Business Combination Agreement dated April 13, 2026. The record shows fixed percentage-based stock consideration (35% and 15% formulas) and required shareholder votes at both companies.
Key dependencies include shareholder approvals, regulatory and Nasdaq listing approvals, the Domestication of DevvStream, and customary closing conditions, including dissent-rights thresholds and no applicable stop orders.
Transaction is equity‑only consideration with material dilution mechanics disclosed and a proposed large increase in authorized and incentive-plan shares.
The company seeks authorization to increase authorized shares from 500,000,000 to 1,700,000,000 and to expand the equity incentive plan from 14,557,181 to 80,000,000. Nasdaq approval is a stated condition.
Monitor the special‑meeting vote outcomes, the registration statement effectiveness, and any subsequent prospectus supplement for precise registered share counts and potential listing-condition disclosures.
Key Figures
Key Terms
Domestication corporate
Support & Lock-Up Agreements transactional
Effective Time corporate
Dissent rights legal
Offering Details
As filed with the U.S. Securities and Exchange Commission on June 12, 2026.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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________________________________________
| | 2860 | | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (IRS Employer |
3040 Post Oak Blvd.
Floor 18, Suit 164
Houston, TX 77056
Phone: (346) 630-4724
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
________________________________________
Christopher Cooper
Chief Executive Officer
XCF Global, Inc.
3040 Post Oak Blvd.
Floor 18, Suit 164
Houston, TX 77056
Phone: (346) 630-4724
(Name, address, including zip code and telephone number, including area code, of agent for service)
________________________________________
Copies to:
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Sunny Trinh |
Jay Patel |
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Julio C. Esquivel, Esq. |
Gil Savir |
Samuel Whitley, Esq. |
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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the mergers described in the enclosed proxy statement/prospectus.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated file” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
| | ☒ | Smaller reporting company | | |||||
| 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 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
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Exchange Act Rule I3e-4(i) (Cross-Border Issuer Tender Offer) |
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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the SEC, acting pursuant to said section 8(a), may determine.
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The information in this joint proxy statement/prospectus is not complete and may be changed. We may not distribute or issue the securities being registered pursuant to the registration statement (of which this joint proxy statement/prospectus forms a part) until the registration statement, as filed with the Securities and Exchange Commission, is effective. This joint proxy statement/prospectus is not an offer to sell nor should it be considered a solicitation of an offer to buy the securities described herein in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION, DATED JUNE 12, 2026
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JOINT LETTER TO STOCKHOLDERS OF XCF GLOBAL, INC.
AND SHAREHOLDERS OF DEVVSTREAM CORP.
Dear stockholders/shareholders of XCF Global, Inc. and DevvStream Corp.:
On behalf of the boards of directors of XCF Global, Inc., a Delaware corporation (“XCF Global”), and DevvStream Corp., an Alberta corporation (“DevvStream”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed business combination pursuant to that certain Business Combination Agreement (as may be amended, supplemented, restated and/or otherwise modified from time to time, the “BCA”), dated as of April 13, 2026, by and among XCF Global, DevvStream, Southern Energy Renewables Inc., a Louisiana corporation (“Southern Energy”), DevvStream Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global (“DevvStream Merger Sub”) and Southern Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global (“Southern Energy Merger Sub” and, together with DevvStream Merger Sub, the “Merger Subs”). In this letter and the accompanying joint proxy statement/prospectus, the transactions contemplated by the BCA are referred to, collectively, as the “Business Combination.” The Business Combination will combine XCF Global, DevvStream and Southern Energy to create a publicly-traded, next-generation alternative energy transition platform focused on sustainable aviation fuel (“SAF”), green methanol and environmental-attribute monetization. We are requesting that you take certain actions as a stockholder of XCF Global and/or a shareholder of DevvStream.
Pursuant to the BCA, the Business Combination is structured as follows:
(i) prior to the effective time of the Business Combination pursuant to the BCA (the “Effective Time”), DevvStream will migrate to and domesticate as a Delaware corporation (the “Domestication”);
(ii) at the Effective Time, Southern Energy Merger Sub will merge with and into Southern Energy with Southern Energy surviving the merger as a wholly-owned subsidiary of XCF Global (the “Southern Energy Merger”), pursuant to which the existing equity in Southern Energy will be exchanged for an aggregate number of shares of Class A common stock of XCF Global, par value $0.0001 per share (“XCF Global Common Shares”), equal to 35% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time (the “Southern Energy Consideration Shares”); and
(iii) at the Effective Time, DevvStream Merger Sub will merge with and into DevvStream with DevvStream surviving the merger as a wholly-owned subsidiary of XCF Global (the “DevvStream Merger”), pursuant to which each DevvStream common 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 XCF Global Common Shares equal to the quotient obtained by dividing (a) the aggregate number of XCF Global Common Shares equal to 15% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time by (b) the aggregate number of DevvStream common shares issued and outstanding immediately prior to the Effective Time (the “DevvStream Per Share Consideration”).
Pursuant to the BCA, outstanding securities of DevvStream exercisable for or convertible into DevvStream common shares will be assumed by XCF Global and automatically converted into equivalent rights exercisable for or convertible into XCF Global Common Shares, with the number of shares and exercise or conversion prices adjusted based on the DevvStream Per Share Consideration.
Following the consummation of the Business Combination, it is anticipated that the persons who were stockholders and/or shareholders of Southern Energy, DevvStream and XCF Global as of immediately prior to the Business Combination will own approximately 23.3%, 10.0% and 66.7%, respectively, of the outstanding XCF Global Common Shares.
Completion of the Business Combination requires, among other things, the separate approvals of both the holders of XCF Global Common Shares as of immediately prior to the Effective Time and the holders of pre-Domestication DevvStream common shares and/or the post-Domestication DevvStream common shares, as applicable. To obtain the required stockholder and/or shareholder approvals, XCF Global and DevvStream will each hold special meetings of their respective stockholders and/or shareholders in connection with the Business Combination (respectively, the “XCF Global Special Meeting” and the “DevvStream Special Meeting”).
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At the XCF Global Special Meeting, the XCF Global stockholders will be asked to vote on (1) a proposal to increase the number of shares of XCF Global Class A common stock, par value $0.0001 per share (the “XCF Global Common Stock”) that XCF Global is authorized to issue from 500,000,000 to 1,700,000,000 (the “XCF Global Authorized Stock Increase Proposal”); (2) a proposal to approve, in accordance with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of 19.99% or more of issued and outstanding shares of XCF Global Common Stock, constituting the stock consideration to be issued pursuant to the BCA, a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus (the “XCF Global Stock Issuance Proposal”); (3) a proposal to elect seven directors, effective as of the Effective Time of the Business Combination contemplated by the BCA, to serve on the board of directors of the post-closing company until their respective successors are duly elected and qualified or until such directors’ earlier death, resignation or removal (the “XCF Global Director Election Proposal”); (4) a proposal to approve the increase of the number of shares of XCF Global Common Stock reserved for issuance under the XCF Global 2025 Equity Incentive Plan from 14,557,181 to 80,000,000 (the “XCF Global 2025 Equity Incentive Plan Increase Proposal”); and (5) a proposal to authorize an adjournment of the XCF Global Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the XCF Global Stock Issuance Proposal (the “XCF Global Adjournment Proposal”).
Approval of each of the XCF Global Authorized Stock Increase Proposal, XCF Global Stock Issuance Proposal, XCF Global 2025 Equity Incentive Plan Increase Proposal and the XCF Global Adjournment Proposal requires the affirmative vote of a majority of the votes cast by all stockholders present in person or represented by proxy at the XCF Global Special Meeting and entitled to vote thereon. Approval of the XCF Global Director Election Proposal requires a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Business Combination cannot be completed without the approval of the XCF Global Stock Issuance Proposal and the XCF Global Director Election Proposal.
The XCF Global Special Meeting will be held virtually on , 2026 at a.m., Eastern Time. XCF Global’s board of directors unanimously recommends that XCF Global stockholders vote (i) “FOR” the XCF Global Authorized Stock Increase Proposal, (ii) “FOR” the XCF Global Stock Issuance Proposal, (iii) “FOR” the XCF Global Director Election Proposal (iv) “FOR” the XCF Global 2025 Equity Incentive Plan Increase Proposal and (v) “FOR” the XCF Global Adjournment Proposal.
At the DevvStream Special Meeting, DevvStream shareholders will be asked to vote on (1) a proposal to adopt and approve the BCA and the DevvStream Merger and other transactions contemplated thereby (the “DevvStream Merger Proposal”), (2) a proposal to approve the Domestication (the “DevvStream Domestication Proposal”) and (3) a proposal to adjourn the DevvStream Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for or otherwise in connection with, the approval of one or more proposals at the DevvStream Special Meeting (the “DevvStream Adjournment Proposal”).
The DevvStream Merger Proposal will be considered to be approved if it receives “For” votes from the holders of a majority of the outstanding common shares of DevvStream entitled to vote in person or by proxy. The DevvStream Domestication Proposal will be considered to be approved if it receives “For” votes from holders of not less than two thirds of the votes cast by the DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy. The DevvStream Adjournment Proposal, if necessary, will be considered to be approved if it receives “For” votes from the holders of a majority of the votes cast by DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy. The Business Combination cannot be completed without the approval of the DevvStream Merger Proposal and the DevvStream Domestication Proposal.
The DevvStream Special Meeting will be held virtually on , 2026, at a.m., Eastern Time. The board of directors of DevvStream unanimously recommends that the DevvStream shareholders vote (i) “FOR” the DevvStream Merger Proposal, (ii) “FOR” the DevvStream Domestication Proposal and (iii) “FOR” the DevvStream Adjournment Proposal.
In connection with the execution of the BCA, (i) XCF Global, Southern Energy, DevvStream and certain insider stockholders of XCF Global entered into a Support & Lock-Up Agreement (the “XCF Global Support & Lock-Up Agreement”), (ii) XCF Global, Southern Energy, DevvStream and certain insider stockholders of DevvStream entered into a Support & Lock-Up Agreement (the “DevvStream Support & Lock-Up Agreement”) and (iii) XCF Global, Southern Energy, DevvStream and certain insider stockholders of Southern Energy entered into a Support & Lock-Up Agreement (the “Southern Support & Lock-Up Agreement” and, together with the XCF Global Support & Lock-Up Agreement and the DevvStream Support & Lock-Up Agreement, the “Support & Lock-Up Agreements”), each dated as of April 13, 2026.
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Pursuant to the Support & Lock-Up Agreements, the respective securityholders party thereto agreed to vote the applicable shares held by them in favor of the proposals to be voted on at the XCF Global Special Meeting and the DevvStream Special Meeting and against any competing alternative transactions. Because the XCF Global stockholders that are subject to the applicable Support & Lock-Up Agreements hold a sufficient number of voting shares to approve the proposals to be voted on at the XCF Global Special Meeting, the requisite shareholder approvals for XCF Global are ensured, provided that such securityholders comply with their voting obligations under the applicable Support & Lock-Up Agreements. Pursuant to the Support & Lock-Up Agreements, holders of approximately a majority of DevvStream Common Shares agreed to vote the applicable shares held by them in favor of the proposals to be voted on at the DevvStream Special Meeting. Additionally, such securityholders agreed to certain transfer and lock-up restrictions, subject to customary exceptions for permitted transfers.
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 XCF Global or Southern Energy or (ii) cause any material delay in the consummation of the Business Combination.
XCF Global Common Shares and DevvStream common shares are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “SAFX” and “DEVS”, respectively. We urge you to obtain current market quotations for XCF Global Common Shares and DevvStream common shares.
Although the number of XCF Global Common Shares that DevvStream’s and Southern Energy’s shareholders will receive in connection with the Business Combination is fixed, the market value of the merger consideration will fluctuate with the market price of XCF Global Common Shares and will not be known at the time XCF Global’s stockholders and DevvStream’s shareholders vote to adopt and approve the Business Combination. Based on the closing price of XCF Global Common Shares on Nasdaq on April 13, 2026, the date of the public announcement of the entering into the BCA, the merger consideration represented approximately $2.74 and $0.85 in value for each share of DevvStream and Southern Energy, respectively. Based on the closing price of XCF Global Common Shares on Nasdaq on , 2026, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the merger consideration represented approximately $ and $ in value for each share of DevvStream and Southern Energy, respectively.
The obligation of the parties to consummate the Business Combination is conditioned on, among other things, the satisfaction or waiver of the following mutual conditions: (a) the stockholders of XCF Global have authorized and adopted the resolutions to be put before the XCF Global stockholders authorizing the issuance of XCF Global Common Shares in connection with the Business Combination and any other matters required to be approved by XCF Global stockholders in order to consummate the Business Combination; (b) the shareholders of DevvStream have passed the resolutions to be put before the DevvStream shareholders authorizing the Domestication, the DevvStream Merger and the BCA; (c) the absence of any law or order that makes the Business Combination or the Domestication illegal or otherwise prohibits or enjoins the parties from consummating the same; (d) the parties to the BCA have received the requisite regulatory approvals; (e) the receipt of applicable stock exchange listing approvals; (f) the registration statement of which this joint proxy statement/prospectus forms a party shall have been declared effective by the U.S. Securities and Exchange Commission (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 XCF Global Common Shares or DevvStream common shares. The approval of the Southern Energy shareholders is not a condition to consummate the Business Combination because the Southern Energy shareholders authorized and approved the Business Combination prior to Southern Energy executing the BCA.
The accompanying joint proxy statement/prospectus describes the XCF Global Special Meeting and the proposals to be considered thereat, the DevvStream Special Meeting and the proposals to be considered thereat and the Business Combination. Please carefully read the entire accompanying joint proxy statement/prospectus, including “Risk Factors” beginning on page 22, for a discussion of the risks relating to the Business Combination. You also can
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obtain information about XCF Global and DevvStream from documents that each has filed with the SEC. Please see “Where You Can Find More Information” beginning on page 331 of the accompanying joint proxy statement/prospectus for how you may obtain such information.
Sincerely,
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Christopher Cooper |
Sunny Trinh |
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in connection with the transactions described in the accompanying joint proxy statement/prospectus or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The accompanying joint proxy statement/prospectus is dated June 12, 2026 and is first being mailed to XCF Global stockholders of record and DevvStream shareholders of record on or about , 2026.
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XCF GLOBAL, INC.
2500 CityWest Blvd, Suite 150-138
Houston, Texas 77042
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on , 2026
Dear Stockholders:
You are hereby notified that a Special Meeting of Stockholders (the “XCF Global Special Meeting”) of XCF Global, Inc. (“XCF Global”) will be held on , 2026, at a.m. Eastern Time, at . You must register for the XCF Global Special Meeting via no later than 11:59 p.m. Eastern Time on , 2026. The meeting will be held for the following purposes:
1. Proposal No. 1 — XCF Global Authorized Stock Increase Proposal: To increase the number of shares of XCF Global Class A common stock, par value $0.0001 per share (the “XCF Global Common Stock”) that XCF Global is authorized to issue from 500,000,000 to 1,700,000,000 (the “XCF Global Authorized Stock Increase Proposal”);
2. Proposal No. 2 — XCF Global Stock Issuance Proposal: To vote on a proposal to approve, in accordance with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of 19.99% or more of XCF Global’s issued and outstanding XCF Global Common Stock, constituting the stock consideration to be issued pursuant to that certain Business Combination Agreement (as may be amended, supplemented, restated and/or otherwise modified from time to time, the “BCA”), dated as of April 13, 2026, by and among XCF Global, DevvStream Corp., an Alberta corporation (“DevvStream”), Southern Energy Renewables Inc., a Louisiana corporation (“Southern Energy”), DevvStream Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global (“DevvStream Merger Sub”) and Southern Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global (“Southern Energy Merger Sub”), a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus (the “XCF Global Stock Issuance Proposal”);
3. Proposal No. 3 — XCF Global Director Election Proposal: To elect seven directors, effective as of the effective time (the “Effective Time”) of the Business Combination contemplated by the BCA, to serve on the board of directors of the post-closing company until their respective successors are duly elected and qualified or until such directors’ earlier death, resignation or removal (the “XCF Global Director Election Proposal”);
4. Proposal No. 4 — XCF Global 2025 Equity Incentive Plan Increase Proposal: To approve the increase of the number of shares of XCF Global Common Stock reserved for issuance under the XCF Global 2025 Equity Incentive Plan from 14,557,181 to 80,000,000 (the “XCF Global 2025 Equity Incentive Plan Increase Proposal”); and
5. Proposal No. 5 — XCF Global Adjournment Proposal: To vote on a proposal to authorize an adjournment of the XCF Global Special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the XCF Global Stock Issuance Proposal (the “XCF Global Adjournment Proposal”).
Holders of XCF Global Common Shares owning such shares of record at the close of business on , 2026 are entitled to attend and vote at the XCF Global Special Meeting and any continuation or adjournment thereof. The enclosed joint proxy statement/prospectus more fully describes the details of the business to be conducted at the meeting. XCF Global does not contemplate discussing any other business at the meeting.
Your vote is very important. Please vote whether or not you plan to attend the XCF Global Special Meeting. Your promptness in voting will assist us in ensuring that a quorum is present or represented. We urge you to read the enclosed joint proxy statement/prospectus, including the Annexes, carefully and in their entirety, as they include important information about the Business Combination and the Business Combination. In particular, we urge you to carefully read the section titled “Risk Factors” beginning on page 22 of the enclosed joint proxy statement/prospectus for a description of the risks that you should consider in evaluating the proposals at the XCF Global Special Meeting.
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Approval of each of the XCF Global Authorized Stock Increase Proposal, XCF Global Stock Issuance Proposal, the XCF Global 2025 Equity Incentive Plan Increase Proposal and the XCF Global Adjournment Proposal requires the affirmative vote of a majority of the votes cast by all stockholders present in person or represented by proxy at the XCF Global Special Meeting and entitled to vote thereon. Approval of the XCF Global Director Election Proposal requires a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Business Combination cannot be completed without the approval of the XCF Global Stock Issuance Proposal and the XCF Global Director Election Proposal. Abstentions will have no effect on the XCF Global Authorized Stock Increase Proposal, the XCF Global Stock Issuance Proposal, the XCF Global Director Election Proposal, the XCF Global 2025 Equity Incentive Plan Increase Proposal and the XCF Global Adjournment Proposal. We do not expect there to be broker-non votes. Whether or not you plan to attend the XCF Global Special Meeting, please submit a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the meeting.
The board of directors of XCF Global (the “XCF Global Board” or “XCF Board”), at a meeting duly called and held, has by unanimous vote (i) determined that the BCA, the Business Combination and the other transactions contemplated thereby, including the stock issuance pursuant to the BCA, are fair to XCF Global and its stockholders and in the best interests of and are advisable to, XCF Global and its stockholders, (ii) approved and declared advisable the execution, delivery and performance by XCF Global of the BCA and the consummation of the Business Combination contemplated thereby, including the stock issuance and (iii) resolved to recommend that the XCF Global stockholders approve the BCA and the consummation of the Business Combination contemplated thereby, including the stock issuance. The XCF Global Board unanimously recommends that XCF Global stockholders vote (i) “FOR” the XCF Global Authorized Stock Increase Proposal, (ii) “FOR” the XCF Global Stock Issuance Proposal, (iii) “FOR” the XCF Global Director Election Proposal, (iv) “FOR” the XCF Global 2025 Equity Incentive Plan Increase Proposal and (v) “FOR” the XCF Global Adjournment Proposal.
When you consider the recommendation on the proposals by the XCF Global Board, you should keep in mind that certain of XCF Global’s directors and executive officers have interests in the Business Combination that may be different from or in addition to, your interests as a stockholder. The interests of XCF Global’s directors and executive officers are described in more detail in the sections of this joint proxy statement/prospectus titled “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination” beginning on page 292 of this joint proxy statement/prospectus.
The XCF Global Common Shares trade on Nasdaq under the symbol “SAFX”. There is no assurance that XCF Global will be able to continue to satisfy the Nasdaq listing criteria following the consummation of the Business Combination.
Please vote as promptly as possible, regardless of whether you plan to attend the XCF Global Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, please submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) signing and returning your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting at the XCF Global Special Meeting, but it will help to secure a quorum and avoid added solicitation costs. If you are a shareholder of record and you attend the XCF Global Special Meeting and wish to vote at the time of the XCF Global Special Meeting, you may withdraw your proxy and vote virtually. In addition, a proxy may also be revoked before the voting polls are closed at the XCF Global Special Meeting in the manner described in the joint proxy statement/prospectus.
If you have any questions concerning the proposals presented at the XCF Global Special Meeting, the Business Combination or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need help voting your XCF Global Common Shares, please contact XCF Global’s proxy solicitor:
Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Stockholders and All Others Call Toll Free: (800) 662-5200
Banks and Brokers Call: (203) 658-9400
Email: DEVS@investor.sodali.com
By Order of the Board of Directors
, 2026
Houston, Texas
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DEVVSTREAM, CORP.
2108 N St., Suite 4254
Sacramento, California 95816
NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS OF DEVVSTREAM CORP.
TO BE HELD ON , 2026
Dear shareholders,
A special meeting of shareholders of DevvStream Corp. will be held on , 2026, at Eastern Time, at .
The DevvStream Special Meeting has been called by the board of directors of DevvStream (the “DevvStream Board”) and this notice is being issued at its direction. It has called this DevvStream Special Meeting to consider and vote on the following:
• Proposal No. 1 — The DevvStream Merger Proposal: a proposal to adopt and approve the BCA, the DevvStream Merger and other transactions contemplated thereby (the “DevvStream Merger Proposal”);
• Proposal No. 2 — The DevvStream Domestication Proposal: a proposal to approve the Domestication (the “DevvStream Domestication Proposal”); and
• Proposal No. 3 — The DevvStream Adjournment Proposal: a proposal to adjourn the DevvStream Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for or otherwise in connection with, the approval of one or more proposals at the DevvStream Special Meeting (the “DevvStream Adjournment Proposal”).
Each of the DevvStream Merger Proposal and the DevvStream Domestication Proposal is cross-conditioned on the approval of the other. The DevvStream Adjournment Proposal is not conditioned on the approval of any other proposal. The DevvStream Board does not expect to transact any other business at the DevvStream Special Meeting, except such business as may be properly brought before the DevvStream Special Meeting or any adjournment thereof by or at the direction of the DevvStream Board in accordance with the by-laws of DevvStream.
Only shareholders of record on the books of DevvStream at the close of business on ,2026 will be entitled to vote at the DevvStream Special Meeting or any adjournment or postponement thereof. If a new record date is set, you will be entitled to vote at the DevvStream Special Meeting if you hold DevvStream common shares as of such new record date.
THE SPECIAL COMMITTEE TO THE DEVVSTREAM BOARD UNANIMOUSLY RECOMMENDS THAT DEVVSTREAM SHAREHOLDERS VOTE “FOR” THE DEVVSTREAM MERGER PROPOSAL, “FOR” THE DEVVSTREAM DOMESTICATION PROPOSAL AND “FOR” THE DEVVSTREAM ADJOURNMENT PROPOSAL.
The accompanying joint proxy statement/prospectus describes the proposals in more detail. Please refer to the attached documents, including the BCA and all other annexes, for further information with respect to the business to be transacted at the DevvStream Special Meeting. You are encouraged to read the entire document carefully before voting. A summary of the BCA is included in the accompanying joint proxy statement/prospectus in the section entitled “Summary of Joint Ptoxy Statement/Prospectus — the Business Combination and the BCA” and a copy of the BCA is attached as Annex A to the accompanying joint proxy statement/prospectus, which is incorporated by reference into this notice to the same extent as if fully set forth herein. In addition, see the section entitled “Risk Factors” beginning on page 22 of the accompanying joint proxy statement/prospectus for an explanation of the material risks associated with the Business Combination and the other transactions contemplated by the BCA.
When you consider the recommendation on the proposals by the Special Committee to the DevvStream Board, you should keep in mind that certain of DevvStream’s directors and executive officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. The interests of DevvStream’s directors
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and executive officers are described in more detail in the sections of this joint proxy statement/prospectus titled “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination” beginning on page 292 of this joint proxy statement/prospectus.
The DevvStream common shares trade on the Nasdaq Capital Market under the symbol “DEVS”.
PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE DEVVSTREAM SPECIAL MEETING AT . IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the DevvStream Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote and do not attend the DevvStream Special Meeting, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the DevvStream Special Meeting and will not be voted. If you are a shareholder of record and you attend the DevvStream Special Meeting and wish to vote at the time of the DevvStream Special Meeting, you may withdraw your proxy and vote virtually.
If you have any questions concerning the proposals presented at the DevvStream Special Meeting, the Business Combination or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your DevvStream common shares, please contact DevvStream’s proxy solicitor:
Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Stockholders and All Others Call Toll Free: (800) 662-5200
Banks and Brokers Call: (203) 658-9400
Email: DEVS@investor.sodali.com
|
Your vote is very important. Each of the DevvStream Merger Proposal and the DevvStream Domestication Proposal is cross-conditioned on the approval of the other. Approval of the DevvStream Domestication Proposal requires the affirmative vote of the holders of not less than two thirds of the votes cast by the DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy. Approval of the DevvStream Merger Proposal requires the affirmative vote of the holders constituting a majority of the outstanding common shares of the DevvStream. DevvStream shareholders are requested to complete, date, sign and return the enclosed proxy card in the envelope provided, which requires no postage if mailed in the United States or to submit their votes by phone or the Internet. Simply follow the instructions provided on the enclosed proxy card. |
On behalf of the DevvStream Board, I would like to thank you for your support and look forward to the successful completion of the Merger.
By Order of the board of directors,
Sunny Trinh
Chief Executive Officer
DevvStream Corp.
, 2026
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ADDITIONAL INFORMATION
Each of XCF Global and DevvStream file annual, quarterly and current reports, proxy statements and other business and financial information with the SEC electronically and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain these documents, free of charge, from XCF Global at www.xcf.global and from DevvStream at www.devvstream.com, as applicable. The information contained on or that may be accessed through, XCF Global’s and DevvStream’s websites is not incorporated by reference into and is not a part of, this joint proxy statement/prospectus.
XCF Global is filing with the SEC a registration statement on Form S-4 with respect to the XCF Global Common Shares issuable to shareholders of DevvStream and Southern Energy pursuant to the BCA, of which this joint proxy statement/prospectus forms a part. This joint proxy statement/prospectus constitutes the prospectus of XCF Global filed as part of the registration statement. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and obtain a copy of the registration statement, including any amendments, schedules and exhibits, at the SEC’s website mentioned above. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement.
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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by XCF Global, constitutes a prospectus of XCF Global under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the XCF Global Common Shares to be issued to shareholders of DevvStream and Southern Energy in accordance with the BCA. This document also constitutes a proxy statement of each of XCF Global and DevvStream under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a notice of meeting with respect to each of the XCF Global Special Meeting and the DevvStream Special Meeting.
You should rely only on the information contained in this joint proxy statement/prospectus. None of XCF Global, DevvStream or Southern Energy has authorized anyone to provide you with information that is different from or in addition to, that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this joint proxy statement/prospectus to XCF Global stockholders and DevvStream shareholders nor the issuance by XCF Global of XCF Global Common Shares pursuant to the BCA will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy, any securities or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
Each of XCF Global and DevvStream is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 and applicable rules of the SEC and therefore is eligible to rely on reduced public company reporting requirements.
We encourage you to carefully read this joint proxy statement/prospectus in their entirety, including the section titled “Risk Factors” beginning on page 22 of this joint proxy statement/prospectus.
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TRADEMARKS
XCF Global, DevvStream and Southern Energy own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this joint proxy statement/prospectus. This joint proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this joint proxy statement/prospectus are listed without the applicable ®, TM and SM symbols, but their respective owners will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.
Important Information about U.S. GAAP
XCF Global’s, DevvStream’s, Southern Energy’s, DevvStream Merger Sub’s and Southern Energy Merger Sub’s financial statements included in this joint proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.
CURRENCY AND EXCHANGE RATE DATA
Unless otherwise specified, currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars. References to “$” or “US$” are to U.S. dollars.
MARKET AND INDUSTRY DATA
Information contained in this joint proxy statement/prospectus concerning the market and the industry in which XCF Global’s, DevvStream’s and Southern Energy’s operations, including their respective market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by XCF Global, DevvStream or Southern Energy, as applicable, based on such sources and XCF Global’s, DevvStream’s or Southern Energy’s, as applicable, knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such sources has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. None of XCF Global, DevvStream, or Southern Energy has independently verified this third-party information. The industry in which each of XCF Global, DevvStream and Southern Energy, respectively, operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this joint proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this joint proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Relating to XCF Global’s Business,” “Risk Factors — Risks Relating to DevvStream’s Business,” and “Risk Factors — Risks Relating to Southern Energy’s Business” elsewhere in this joint proxy statement/prospectus.
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Page |
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CERTAIN DEFINED TERMS |
iii |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
vii |
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION |
x |
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SUMMARY OF JOINT PROXY STATEMENT/PROSPECTUS |
1 |
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SELECTED HISTORICAL FINANCIAL INFORMATION OF XCF GLOBAL |
14 |
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SELECTED HISTORICAL FINANCIAL INFORMATION OF SOUTHERN ENERGY |
16 |
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SELECTED HISTORICAL FINANCIAL INFORMATION OF DEVVSTREAM |
17 |
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL |
20 |
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MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY |
21 |
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RISK FACTORS |
22 |
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THE BUSINESS COMBINATION |
77 |
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES |
120 |
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CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES |
128 |
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THE XCF GLOBAL SPECIAL MEETING |
133 |
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PROPOSAL NO. 1 — THE XCF GLOBAL AUTHORIZED STOCK INCREASE PROPOSAL |
137 |
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PROPOSAL NO. 2 — THE XCF GLOBAL STOCK ISSUANCE PROPOSAL |
138 |
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PROPOSAL NO. 3 — THE XCF GLOBAL DIRECTOR ELECTION PROPOSAL |
139 |
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PROPOSAL NO. 4 — THE XCF GLOBAL 2025 EQUITY INCENTIVE PLAN INCREASE PROPOSAL |
140 |
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PROPOSAL NO. 5 — THE XCF GLOBAL ADJOURNMENT PROPOSAL |
141 |
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THE DEVVSTREAM SPECIAL MEETING |
142 |
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PROPOSAL NO. 1 — THE DEVVSTREAM MERGER PROPOSAL |
146 |
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PROPOSAL NO. 2 — THE DEVVSTREAM DOMESTICATION PROPOSAL |
147 |
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PROPOSAL NO. 3 — THE DEVVSTREAM ADJOURNMENT PROPOSAL |
150 |
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS |
151 |
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INFORMATION ABOUT XCF GLOBAL |
168 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF XCF GLOBAL |
198 |
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS OF XCF GLOBAL |
227 |
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CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS OF XCF GLOBAL |
234 |
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INFORMATION ABOUT DEVVSTREAM |
236 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DEVVSTREAM |
249 |
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS OF DEVVSTREAM |
276 |
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CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS OF DEVVSTREAM |
278 |
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INFORMATION ABOUT SOUTHERN ENERGY |
280 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SOUTHERN ENERGY |
287 |
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INTERESTS OF XCF GLOBAL’S AND DEVVSTREAM’S DIRECTORS AND EXECUTIVE OFFICERS IN THE BUSINESS COMBINATION |
292 |
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INFORMATION ABOUT XCF GLOBAL UPON COMPLETION OF THE BUSINESS COMBINATION |
298 |
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DESCRIPTION OF XCF GLOBAL CAPITAL STOCK |
302 |
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COMPARISON OF RIGHTS OF DEVVSTREAM SHAREHOLDERS AND XCF GLOBAL STOCKHOLDERS |
312 |
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OTHER MATTERS |
329 |
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HOUSEHOLDING OF PROXY MATERIALS |
329 |
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TRANSFER AGENT |
330 |
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SUBMISSION OF SHAREHOLDER PROPOSALS |
330 |
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SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS |
330 |
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WHERE YOU CAN FIND MORE INFORMATION |
331 |
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EXPERTS |
332 |
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LEGAL MATTERS |
332 |
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF XCF GLOBAL |
F-1 |
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF DEVVSTREAM |
F-1 |
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF SOUTHERN ENERGY |
F-2 |
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ANNEX A Business Combination Agreement, dated as of April 13, 2026, by and among XCF Global, DevvStream, Southern Energy, DevvStream Merger Sub and Southern Energy Merger Sub |
A-1 |
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ANNEX B Form of XCF Support & Lock-Up Agreement |
B-1 |
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ANNEX C Form of DevvStream Support & Lock-Up Agreement |
C-1 |
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ANNEX D Form of Southern Energy Support & Lock-Up Agreement |
D-1 |
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ANNEX E Opinion of Houlihan Capital, LLC |
E-1 |
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ANNEX F Opinion of EntrepreneurShares LLC |
F-1 |
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ANNEX G Section 191 of the Business Corporations Act (Alberta) |
G-1 |
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CERTAIN DEFINED TERMS
“ABCA” means the Business Corporations Act (Alberta).
“ASTM” means ASTM International.
“BCA” means that certain Business Combination Agreement dated as of April 13, 2026, by and among XCF Global, DevvStream, Southern Energy
“Business Combination” means, collectively, the transactions contemplated by the BCA.
“CAA” means the Clean Air Act of 1970.
“CI” means carbon intensity.
“Code” means the Internal Revenue Code.
“CORSIA” means the International Civil Aviation Organization.
“DevvStream” means DevvStream Corp., an Alberta corporation.
“DevvStream Adjournment Proposal” means a proposal to adjourn the DevvStream Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for or otherwise in connection with, the approval of one or more proposals at the DevvStream Special Meeting.
“DevvStream Board” means the board of directors of DevvStream.
“DevvStream Domestication Proposal” means a proposal to approve the Domestication.
“DevvStream Merger” means the merger of DevvStream Merger Sub with and into DevvStream with DevvStream surviving the merger as a wholly-owned subsidiary of XCF Global.
“DevvStream Merger Proposal” means a proposal to adopt and approve the BCA and the DevvStream Merger.
“DevvStream Merger Sub” means DevvStream Merger Sub Inc. a Delaware corporation and a wholly-owned subsidiary of XCF Global.
“DevvStream Per Share Consideration” means a number of XCF Global Common Shares equal to the quotient obtained by dividing (a) the aggregate number of XCF Global Common Shares equal to 15% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time by (b) the aggregate number of DevvStream common shares issued and outstanding immediately prior to the Effective Time.
“DevvStream Special Meeting” means DevvStream special meeting of DevvStream stockholders in connection with the Business Combination.
“DevvStream Support & Lock-Up Agreements” means certain support & lock-up agreements by and among XCF Global, Southern Energy, DevvStream and certain insider stockholders of DevvStream.
“DGCL” means Delaware General Corporation Law
“DOE” means the Department of Energy.
“Domestication” means DevvStream’s migration to and domestication as a Delaware corporation.
“EEME” means EEME Energy SPV I LLC.
“Effective Time” means the effective time of the Business Combination pursuant to the BCA.
“EISA” means Energy Independence and Security Act of 2007.
“Encore” means Encore DEC, LLC.
“Environmental Credits” means, collectively, RINs and LCFS.
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“EPA” means the US Environmental Protection Agency.
“EPC” means engineering, procurement, and construction.
“EV” means electrical vehicle.
“Exchange Act” means the Securities Exchange Act of 1934.
“FBOs” means fixed-based operators.
“FID” means final investment decision.
“Gevo” means Gevo, Inc.
“GHG” means greenhouse gas.
“GL” means GL Part SPV I, LLC.
“GNCU” means Greater Nevada Credit Union.
“Good Steward” means Good Steward Biofuels FL, LLC.
“GREET” means Greenhouse Gases, Regulated Emissions, and Energy Use in Transportation.
“Helena” means Helena Global Investment Opportunities I Ltd.
“IEA” means International Energy Agency.
“I-RECs” means International Renewable Energy Certificates.
“LCFS” means Low Carbon Fuel Standard credits.
“Merger Subs” means DevvStream Merger Sub and Southern Energy Merger Sub.
“Merger” means the DevvStream Merger and the Southern Energy Merger.
“MRV” means measurement, reporting, and verification.
“Nasdaq” means The Nasdaq Stock Market LLC.
“Neste” means Neste Ovi.
“New Rise” means, collectively, New Rise Reno, New Rise SAF and New Rise Renewables.
“New Rise Acquisitions” means the acquisitions of New Rise SAF and New Rise Renewables.
“New Rise Renewables” means New Rise Renewables, LLC.
“New Rise Renewables MIPA” means the New Rise Renewables Membership Interest Purchase Agreement, dated December 8, 2023, by and between Legacy XCF and RESC Renewables.
“New Rise Reno” means New Rise Reno Renewables, LLC.
“New Rise Reno 2” means the second facility that XCF intends to build in Reno, Nevada, adjacent to New Rise Reno.
“New Rise SAF” means New Rise SAF Renewables, LLC.
“Orion” means Orion Plant Services, Inc.
“Outside Date” means the date of the 12 months anniversary after termination of the BCA for certain reasons (such as a breach by DevvStream, failure to obtain approval of the proposals presented at the DevvStream Special Meeting) or reaching the ten (10) month anniversary of the date of the BCA.
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“Prior Business Combination” means the business combination agreement, dated March 11, 2024, by and among Focus Impact, NewCo, Merger Sub 1, Merger Sub 2, and Legacy XCF pursuant to which Focus Impact agreed to combine with Legacy XCF in a series of transactions that would result in NewCo becoming a publicly traded company.
“renewable fuels” means renewable diesel, sustainable aviation fuel, renewable Naphtha.
“RESC Renewables” means RESC Renewables Holdings, LLC.
“RIN” means Renewable Identification Numbers.
“RFS” means the Renewable Fuel Standard.
“RVO” means Renewable Volume Obligation.
“SAF” means sustainable aviation fuel.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“Southern Energy” means Southern Energy Renewables Inc., a Louisiana corporation.
“Southern Energy Consideration Shares” means an aggregate number of XCF Global Common Shares equal to 35% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time.
“Southern Energy Merger” means the merger of Southern Energy Merger Sub with and into Southern Energy with Southern Energy surviving the merger as a wholly-owned subsidiary of XCF Global.
“Southern Energy Merger Sub” means Southern Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global.
“Southeast Renewables” means Southeast Renewables, LLC.
“Southern Support & Lock-Up Agreements” means a certain support & lock-up agreements by and among XCF Global, Southern Energy, DevvStream and certain insider stockholders of Southern Energy.
“Support & Lock-Up Agreements” means, collectively, the XCF Global Support & Lock-Up Agreements, the DevvStream Support & Lock-Up Agreements and the Southern Support & Lock-Up Agreements.
“Term Sheet” means the biding term sheet dated January 26, 2026 by and among Southern Energy, DevvStream and EEME.
“Twain” means Twain GL XXVIII, LLC.
“USDA” means United States Department of Agriculture.
“U.S. GAAP” means the accounting principles generally accepted in the United States of America.
“XCF Global” means XCF Global, Inc., a Delaware corporation.
“XCF Global Adjournment Proposal” means a proposal to authorize an adjournment of the XCF Global Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the XCF Global Stock Issuance Proposal or the XCF Global Director Election Proposal.
“XCF Global Board” or the “XCF Board” means the board of directors of XCF Global.
“XCF Global Common Shares” means shares of Class A common stock of XCF Global, par value $0.0001 per share.
“XCF Global Director Election Proposal” means a proposal to elect seven directors, effective as of the Effective Time, to serve on the board of directors of the post-closing company until their respective successors are duly elected and qualified or until such directors’ earlier death, resignation or removal.
“XCF Global Special Meeting” means XCF Global special meeting of XCF stockholders in connection with the Business Combination.
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“XCF Global Stock Issuance Proposal” means a proposal to approve the potential issuance of 19.99% or more of XCF Global Common Shares, pursuant to the BCA, to the shareholders of DevvStream and Southern Energy in accordance with Nasdaq Listing Rules 5635(a), (b) and (d).
“XCF Global Support & Lock-Up Agreements” means certain support and lock-up agreements by and among XCF Global, Southern Energy, DevvStream and certain insider stockholders of XCF Global.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This joint proxy statement/prospectus 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, as well as assumptions, that, if proven incorrect or do not materialize, could cause the results of XCF Global and/or DevvStream to differ materially from those expressed or implied by these forward-looking statements. All statements, other than historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “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 XCF Global’s, DevvStream’s or Southern Energy’s expectations, strategy, priorities, plans or intentions. Forward-looking statements are based upon current plans, estimates and expectations 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 vary materially from those indicated or anticipated by such forward-looking statements.
Forward-looking statements in this joint proxy statement/prospectus may include, for example, statements about:
• expectations related to the terms and timing of the completion of the Business Combination;
• the occurrence of any event giving rise to the right of a party to terminate the BCA;
• the ability of the parties to complete the Business Combination;
• expectations related to the projected capitalization of XCF Global following the completion of the Business Combination;
• projections relating to the future financial performance of XCF Global, DevvStream and/or Southern Energy;
• the expected directors and officers of XCF Global after the completion of the Business Combination;
• the expected benefits of the Business Combination;
• the expected financial and business performance following the completion of the Business Combination;
• XCF Global’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;
• the ability to expand the business of XCF Global and provide new offerings, services and features and make enhancements to its business;
• potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Business Combination;
• developments and projections relating to XCF Global’s competitors and industries;
• the ability to compete with existing and new competitors in existing and new markets and offerings;
• the ability to acquire new businesses or pursue strategic transactions;
• the ability to protect patents, trademarks and other intellectual property rights;
• the expectations regarding the effects of existing and developing laws and regulations; and
• global and domestic economic conditions and their impact on demand for XCF Global’s markets and offerings.
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.
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Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others:
• changes in domestic and foreign business, market, financial, political and legal conditions;
• the exercise of dissent rights by DevvStream shareholders, including the risk that dissent rights are exercised with respect to more than 3% of the issued and outstanding XCF Global Common Shares or DevvStream common shares, which would result in the failure of a closing condition under the BCA and could entitle the parties to elect not to consummate the Business Combination;
• the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;
• the outcome of any legal proceedings that may be instituted against XCF Global, DevvStream, Southern Energy, the combined company or others;
• the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination or that the approval of stockholders and/or shareholders is not obtained;
• changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations;
• the ability to meet stock exchange listing standards following the consummation of the Business Combination;
• the risk that the proposed transactions disrupts current plans and operations of XCF Global, DevvStream or Southern Energy as a result of the announcement and consummation of the Business Combination;
• the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
• costs related to the Business Combination;
• changes in applicable laws or regulations;
• risks relating to extensive regulation, compliance obligations and rigorous enforcement by federal, state and non-U.S. governmental authorities;
• the possibility that XCF Global, DevvStream, Southern Energy or the combined company may be adversely affected by other economic, business and/or competitive factors;
• risks relating to XCF Global’s, DevvStream’s and Southern Energy’s key intellectual property rights;
• risks relating to XCF Global, DevvStream and Southern Energy indebtedness and their capacity to obtain sufficient funding and financing to execute their business plan, including the acquisition and operation or their plants;
• XCF Global’s, Southern Energy’s and their respective managements’ lack of experience in SAF production, SAF facility construction or conversion or production issues or production delays in their facilities;
• variations in price of SAF, renewable fuels, carbon credits or other related commodities that could reduce the price of XCF Global’s and DevvStream’s and Southern Energy’s products;
• feedstock availability for renewable diesel and SAF;
• whether airlines will continue adopting SAF, and if XCF Global’s SAF products will be compatible with existing aircraft;
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• risks and uncertainties relating to the demand for SAF and carbon credits and the competitiveness of these markets;
• increased scrutiny of ESG matters, including the completion of certain ESG initiatives;
• unknown liabilities related to future acquisitions;
• whether XCF Global, DevvStream and Southern Energy will be able to follow and implement technological developments in their production processes and facilities;
• whether governments will continue providing incentives for renewable energy projects, including SAF production;
• whether certain carbon credit purchase agreements may be enforced;
• whether the assumptions to determine XCF Global’s, DevvStream’s and Southern Energy’s markets, projections and growth opportunity are accurate;
• whether XCF Global’s, DevvStream and Sothern Energy’s insurance policies are adequate to cover their respective liabilities;
• risks relating to security incidents or breaches that have occurred in the past or may occur in the future;
• Whether Southern Energy will be able to obtain approval for the issuance of private-activity bonds;
• risks and liabilities relating to the handling of hazardous substances;
• various factors beyond management’s control, including general economic conditions;
• other risks, uncertainties and factors set forth in the section entitled “Risk Factors;”
• certain other risks identified and discussed in XCF Global’s other public filings with the SEC, available on XCF Global’s profile on SEC at www.sec.gov; and
• certain other risks identified and discussed in DevvStream’s other public filings with Canadian securities regulatory authorities, available on DevvStream’s profile on SEDAR+ at www.sedarplus.ca.
While the list of factors presented here is representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication.
For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the section titled “Risk Factors” beginning on page 22 of this joint proxy statement/prospectus. Additionally, see the section titled “Where You Can Find More Information” beginning on page 331 of this joint proxy statement/prospectus.
Any forward-looking statements speak only as of the date of this communication. None of XCF Global, DevvStream or Southern Energy 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.
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
The following questions and answers briefly address some questions that you, as a securityholder of XCF Global and/or DevvStream, may have regarding the Business Combination. These questions and answers, as well as the summary section that follows, are not meant to be a substitute for the information contained in the remainder of this joint proxy statement/prospectus and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this joint proxy statement/prospectus. You are urged to read this joint proxy statement/prospectus in its entirety. You should pay special attention to the “Cautionary Note Statement Regarding Forward-Looking Statements” beginning on page vii of this joint proxy statement/prospectus and to the “Risk Factors” beginning on page 22 of this joint proxy statement/prospectus.
Why am I receiving these materials?
You are receiving this joint proxy statement/prospectus because XCF Global, DevvStream and Southern Energy have agreed to merge their respective businesses and have entered into the BCA, pursuant to which, on the terms and subject to the conditions included in the BCA:
(i) prior to the Effective Time of the Business Combination pursuant to the BCA, DevvStream will migrate to and domesticate as a Delaware corporation;
(ii) at the Effective Time, Southern Energy Merger Sub will merge with and into Southern Energy with Southern Energy surviving the merger as a wholly-owned subsidiary of XCF Global, pursuant to which existing equity in Southern Energy will be exchanged for an aggregate number of XCF Global Common Shares equal to 35% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time; and
(iii) at the Effective Time, DevvStream Merger Sub will merge with and into DevvStream with DevvStream surviving the merger as a wholly-owned subsidiary of XCF Global, 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 XCF Global Common Shares equal to the quotient obtained by dividing (a) the aggregate number of XCF Global Common Shares equal to 15% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time by (b) the aggregate number of DevvStream shares issued and outstanding immediately prior to the Effective Time.
Following the completion of the Business Combination, it is anticipated that persons who were securityholders of Southern Energy, DevvStream and XCF Global immediately prior to the Business Combination will own approximately 23.3%, 10.0% and 66.7% of the combined company, respectively, on a fully diluted basis. The BCA, which governs the terms of the Business Combination, is attached to this joint proxy statement/prospectus as Annex A.
Pursuant to the registration statement of which this joint proxy statement/prospectus forms a part, XCF Global is registering XCF Global Common Shares issuable to shareholders of DevvStream and Southern Energy upon the consummation of the Business Combination in accordance with the BCA. XCF Global and DevvStream are furnishing these materials in connection with the solicitation, by or on behalf of the boards of directors of XCF Global and DevvStream, of proxies for use at the XCF Global Special Meeting and the DevvStream Special Meeting to be held virtually on , 2026, at a.m., Eastern Time and virtually on , 2026, at a.m., Eastern Time, respectively or at such other time to which the XCF Global Special Meeting and/or DevvStream Special Meeting may be postponed or adjourned.
At the XCF Global Special Meeting, the XCF Global stockholders will be asked to vote on the XCF Global Authorized Stock Increase Proposal, XCF Global Stock Issuance Proposal, XCF Global Director Election Proposal, XCF Global 2025 Equity Incentive Plan Increase Proposal and XCF Global Adjournment Proposal. Approval of each of the XCF Global Authorized Stock Increase Proposal, XCF Global Stock Issuance Proposal, XCF Global Director Election Proposal, XCF Global 2025 Equity Incentive Plan Increase Proposal and XCF Global Adjournment Proposal requires the affirmative vote of a majority of the votes cast by all stockholders present in person or represented by proxy at the XCF Global Special Meeting and entitled to vote thereon. Approval of the XCF Global Director Election Proposal requires a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.
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At the DevvStream Special Meeting, DevvStream shareholders will be asked to vote on the DevvStream Merger Proposal, the DevvStream Domestication Proposal and the DevvStream Adjournment Proposal. The DevvStream Merger Proposal will be considered to be approved if it receives “For” votes from the holders of a majority of the outstanding Common Shares of DevvStream entitled to vote in person or by proxy. The DevvStream Domestication Proposal will be considered to be approved if it receives “For” votes from the holders of not less than two thirds of the votes cast by the DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy. The DevvStream Adjournment Proposal, if necessary, will be considered to be approved if it receives “For” votes from the holders of a majority of the votes cast by DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy.
The Business Combination cannot be completed without the approval of the XCF Global Stock Issuance Proposal, the XCF Global Director Election Proposal, the DevvStream Merger Proposal and the DevvStream Domestication Proposal.
This joint proxy statement/prospectus contains important information about the Business Combination, the BCA and certain related matters and you should read this joint proxy statement/prospectus carefully. This joint proxy statement/prospectus and the accompanying materials are being mailed on or about to stockholders of record of XCF Global and shareholders of record of DevvStream.
When and where is the XCF Global Special Meeting?
The XCF Global Special Meeting will be held virtually on , 2026 at a.m., Eastern Time.
When and where is the DevvStream Special Meeting?
The DevvStream Special Meeting will be held virtually on , 2026 at a.m., Eastern Time.
What items will be considered and voted on at the XCF Global Special Meeting?
At the XCF Global Special Meeting, XCF Global stockholders will be asked to approve the following proposals:
• Proposal No. 1 — XCF Global Authorized Stock Increase Proposal: proposal to increase the number of shares of XCF Global Common Stock that XCF Global is authorized to issue from 500,000,000 to 1,700,000,000;
• Proposal No. 2 — XCF Global Stock Issuance Proposal: proposal to approve, in accordance with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of 19.99% or more of issued and outstanding shares of XCF Global Common Stock, constituting the stock consideration to be issued pursuant to the BCA;
• Proposal No. 3 — XCF Global Director Election Proposal: proposal to elect seven directors, effective as Effective Time of the Business Combination contemplated by the BCA, to serve on the board of directors of the post-closing company until their respective successors are duly elected and qualified or until such directors’ earlier death, resignation or removal;
• Proposal No. 4 — XCF Global 2025 Equity Incentive Plan Increase Proposal: proposal to increase of the number of shares of XCF Global Common Stock reserved for issuance under the XCF Global 2025 Equity Incentive Plan from 14,557,181 to 80,000,000; and
• Proposal No. 5 — XCF Global Adjournment Proposal: proposal to authorize an adjournment of the XCF Global Special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the XCF Global Stock Issuance Proposal.
The XCF Global Board knows of no other matters that will be presented for consideration at the XCF Global Special Meeting. Please note that if XCF Global stockholders do not approve the XCF Global Stock Issuance Proposal, XCF Global will not move forward with the other proposals.
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What items will be considered and voted on at the DevvStream Special Meeting?
At the DevvStream Special Meeting, DevvStream shareholders will be asked to approve the following proposals:
• Proposal No. 1 — The DevvStream Merger Proposal: a proposal to adopt and approve the BCA, the DevvStream Merger and other transactions contemplated thereby;
• Proposal No. 2 — The DevvStream Domestication Proposal: a proposal to approve the Domestication; and
• Proposal No. 3 — The DevvStream Adjournment Proposal: a proposal to adjourn the DevvStream Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for or otherwise in connection with, the approval of one or more proposals at the DevvStream Special Meeting.
The DevvStream Board knows of no other matters that will be presented for consideration at the DevvStream Special Meeting.
Please note that if DevvStream shareholders do not approve the DevvStream Merger Proposal, DevvStream will not move forward with the other proposals.
The parties to the BCA will not be able to complete the Business Combination unless all of the XCF Global Stock Issuance Proposal and the DevvStream Condition Precedent Proposals are approved.
How does the XCF Global Board recommend that XCF Global stockholders vote with respect to the proposals presented at the XCF Global Special Meeting?
XCF Global’s board of directors unanimously recommends that XCF Global stockholders vote (i) “FOR” the XCF Global Authorized Stock Increase Proposal, (ii) “FOR” the XCF Global Stock Issuance Proposal, (iii) “FOR” the XCF Global Director Election Proposal (iv) “FOR” the XCF Global 2025 Equity Incentive Plan Increase Proposal and (v) “FOR” the XCF Global Adjournment Proposal.
How does the Special Committee to the DevvStream Board recommend that DevvStream shareholders vote with respect to the proposals presented at the DevvStream Special Meeting?
The Special Committee to the DevvStream Board unanimously recommends that DevvStream shareholders vote (i) “FOR” the DevvStream Merger Proposal, (ii) “FOR” the DevvStream Domestication Proposal and (iii) “FOR” the DevvStream Adjournment Proposal.
Which XCF Global stockholders are eligible to vote at the XCF Global Special Meeting?
Only stockholders of record on the books of XCF Global at the close of business on , will be entitled to receive notice of the XCF Global Special Meeting and to attend and vote at the XCF Global Special Meeting or any adjournment or postponement thereof. If a new record date is set, you will be entitled to vote at the XCF Global Special Meeting if you hold XCF Global Common Shares as of such new record date. As of the record date, there were XCF Global Common Shares outstanding. Each XCF Global Common Share held by a holder of record as of the record date has one vote on each matter properly brought before the XCF Global Special Meeting.
Which DevvStream shareholders are eligible to vote at the DevvStream Special Meeting?
Only shareholders of record on the books of DevvStream at the close of business on , will be entitled to receive notice of the DevvStream Special Meeting and to attend and vote at the DevvStream Special Meeting or any adjournment or postponement thereof. If a new record date is set, you will be entitled to vote at the DevvStream Special Meeting if you hold DevvStream common shares as of such new record date. As of the record date, there were shares of DevvStream common shares outstanding. Each DevvStream common share held by a holder of record as of the record date has one vote on each matter properly brought before the DevvStream Special Meeting.
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How do I attend the XCF Global Special Meeting?
The XCF Global Special Meeting will be a virtual meeting through which you can listen to the meeting, submit questions and vote online. You will not be able to attend the meeting in person. In order to attend the XCF Global Special Meeting, you must first register at by 11:59 p.m. Eastern Time on . Please follow the instructions on the registration page. You will then receive a meeting invitation by email with your unique link to join the XCF Global Special Meeting along with a password prior to the meeting date. We recommend that you log on a few minutes before the XCF Global Special Meeting to ensure that you are logged in when the meeting begins. Information on how to vote online during the XCF Global Special Meeting is discussed below.
Both shareholders of record and street name shareholders XCF Global will be able to attend the XCF Global Special Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the XCF Global Special Meeting.
How do I attend the DevvStream Special Meeting?
The DevvStream Special Meeting will be a virtual meeting through which you can listen to the meeting, submit questions and vote online. You will not be able to attend the meeting in person. In order to attend the DevvStream Special Meeting, you must first register at by 11:59 p.m. Eastern Time on . Please follow the instructions on the registration page. You will then receive a meeting invitation by email with your unique link to join the DevvStream Special Meeting along with a password prior to the meeting date. We recommend that you log on a few minutes before the DevvStream Special Meeting to ensure that you are logged in when the meeting begins. Information on how to vote online during the DevvStream Special Meeting is discussed below.
Both shareholders of record and street name shareholders of DevvStream will be able to attend the DevvStream Special Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the DevvStream Special Meeting.
Who can vote at the XCF Global Special Meeting?
Only XCF Global stockholders of record at the close of business on will be entitled to vote at the XCF Global Special Meeting. On this record date, there were XCF Global Common Shares outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on , the record date, your shares were registered directly in your name with XCF Global’s transfer agent, , then you are a stockholder of record. As a stockholder of record, you may vote at the XCF Global Special Meeting or vote by proxy. Whether or not you plan to attend the XCF Global Special Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or internet as instructed below to ensure your vote is counted. If you are a stockholder of record, your virtual control number will be on your proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on , the record date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the XCF Global Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. However, since you are not the stockholder of record, you may not vote your shares at the XCF Global Special Meeting unless you request and obtain a legal proxy from your broker, bank or other agent. During the registration process, you will be asked to upload or email the legal proxy provided to you by your broker, bank or other agent. You are also invited to attend the XCF Global Special Meeting so long as you demonstrate proof of stock ownership. Instructions on how to demonstrate proof of stock ownership are posted at . On the day of the XCF Global Special Meeting, if you are a beneficial holder, you may vote during the meeting only if, during registration and in advance of the meeting, you emailed or uploaded a copy of your legal proxy to as instructed below.
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The XCF Global Board knows of no other matters that will be presented for consideration at the XCF Global Special Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
Who can vote at the DevvStream Special Meeting?
Only DevvStream shareholders of record at the close of business on will be entitled to vote at the DevvStream Special Meeting. On this record date, there were DevvStream common shares outstanding and entitled to vote.
Shareholder of Record: Shares Registered in Your Name
If on , the record date, your shares were registered directly in your name with DevvStream’s transfer agent, , then you are a shareholder of record. As a shareholder of record, you may vote online during the DevvStream Special Meeting or vote by proxy. Whether or not you plan to attend the DevvStream Special Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or internet as instructed below to ensure your vote is counted. If you are a shareholder of record, your virtual control number will be on your proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on , the record date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the DevvStream Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. However, since you are not the shareholder of record, you may not vote your shares online during the DevvStream Special Meeting unless you request and obtain a legal proxy from your broker, bank or other agent. During the registration process, you will be asked to upload or email the legal proxy provided to you by your broker, bank or other agent. You are also invited to attend the DevvStream Special Meeting so long as you demonstrate proof of stock ownership. Instructions on how to demonstrate proof of stock ownership are posted at . On the day of the DevvStream Special Meeting, if you are a beneficial holder, you may vote during the meeting only if, during registration and in advance of the meeting, you emailed or uploaded a copy of your legal proxy to as instructed below.
The DevvStream Board knows of no other matters that will be presented for consideration at the DevvStream Special Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
How do I vote at the XCF Global Special Meeting?
For the XCF Global Authorized Stock Increase Proposal, XCF Global Stock Issuance Proposal, XCF Global 2025 Equity Incentive Plan Increase Proposal and XCF Global Adjournment Proposal presented at the XCF Global Special Meeting, you may vote “For” or “Against” or abstain from voting. For the XCF Global Director Election Proposal, you may vote “For” or “Withhold” from voting.
Shareholder of Record: Shares Registered in Your Name
If you are a shareholder of record, you may vote online during the XCF Global Special Meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone or vote by proxy through the internet. Whether or not you plan to attend the XCF Global Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the XCF Global Special Meeting and vote online during the XCF Global Special Meeting even if you have already voted by proxy.
• To vote online during the XCF Global Special Meeting, you may vote using the link that will be provided on the virtual meeting screen or you may visit while the polls are open. In order to vote during the XCF Global Special Meeting, you will need your virtual control number, which will be on your proxy card.
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• To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the XCF Global Special Meeting, we will vote your shares as you direct.
• To vote over the telephone, dial toll-free using a touch-tone phone and follow the recorded instructions. You will be asked to provide the virtual control number from your proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Time on to be counted.
• To vote through the internet, go to complete an electronic proxy card. Please have your enclosed proxy card available when you access the voting website and follow the prompts to vote your shares. Your internet vote must be received by 11:59 p.m. Eastern Time on to be counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from XCF Global. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote online during the XCF Global Special Meeting, you must obtain a legal proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials or contact that organization to request a proxy form. In advance of the XCF Global Special Meeting, you will need to upload or email a copy of the legal proxy from your broker, bank or other agent to in order to vote at the XCF Global Special Meeting. To vote online during the XCF Global Special Meeting, you may vote using the link that will be provided on the virtual meeting screen or you may visit while the polls are open. You will need your virtual control number, which will be assigned to you in your confirmation of registration email, in order to vote during the XCF Global Special Meeting.
Internet proxy voting has been provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
How do I vote at the DevvStream Special Meeting?
For each of the proposals presented at the DevvStream Special Meeting, you may vote “For” or “Against” or abstain from voting.
Shareholder of Record: Shares Registered in Your Name
If you are a shareholder of record, you may vote online during the DevvStream Special Meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone or vote by proxy through the internet. Whether or not you plan to attend the DevvStream Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the DevvStream Special Meeting and vote online during the DevvStream Special Meeting even if you have already voted by proxy.
• To vote online during the DevvStream Special Meeting, you may vote using the link that will be provided on the virtual meeting screen or you may visit while the polls are open. In order to vote during the DevvStream Special Meeting, you will need your virtual control number, which will be on your proxy card.
• To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the DevvStream Special Meeting, we will vote your shares as you direct.
• To vote over the telephone, dial toll-free using a touch-tone phone and follow the recorded instructions. You will be asked to provide the virtual control number from your proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Time on to be counted.
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• To vote through the internet, go to to complete an electronic proxy card. Please have your enclosed proxy card available when you access the voting website and follow the prompts to vote your shares. Your internet vote must be received by 11:59 p.m. Eastern Time on to be counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from DevvStream. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote online during the DevvStream Special Meeting, you must obtain a legal proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials or contact that organization to request a proxy form. In advance of the DevvStream Special Meeting, you will need to upload or email a copy of the legal proxy from your broker, bank or other agent to in order to vote at the DevvStream Special Meeting. To vote online during the DevvStream Special Meeting, you may vote using the link that will be provided on the virtual meeting screen or you may visit while the polls are open. You will need your virtual control number, which will be assigned to you in your confirmation of registration email, in order to vote during the DevvStream Special Meeting.
Internet proxy voting has been provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
What vote is required to approve the proposals at the XCF Global Special Meeting?
Approval of each of the XCF Global Authorized Stock Increase Proposal, XCF Global Stock Issuance Proposal, XCF Global 2025 Equity Incentive Plan Increase Proposal and the XCF Global Adjournment Proposal requires the affirmative vote of a majority of the votes cast by all stockholders present in person or represented by proxy at the XCF Global Special Meeting and entitled to vote thereon. Approval of the XCF Global Director Election Proposal requires a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Business Combination cannot be completed without the approval of the XCF Global Stock Issuance Proposal and the XCF Global Director Election Proposal.
What vote is required to approve the proposals at the DevvStream Special Meeting?
The DevvStream Merger Proposal will be considered to be approved if it receives “For” votes from the holders of a majority of the outstanding Common Shares of DevvStream entitled to vote in person or by proxy. Abstentions will be counted towards the vote total and will have the same effect as “Against” votes. Broker non-votes (if any) will have no effect on the outcome of the DevvStream Merger Proposal. The DevvStream Merger Proposal is a non-routine matter for DevvStream and so no broker non-votes are expected.
The DevvStream Domestication Proposal will be considered to be approved if it receives “For” votes from the holders of not less than two thirds of the votes cast by the DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy. Abstentions, which are not considered votes cast, and broker non-votes (if any) will have no effect on the outcome of the DevvStream Domestication Proposal. The DevvStream Domestication Proposal is a non-routine matter for DevvStream and so no broker non-votes are expected.
The DevvStream Adjournment Proposal, if necessary, will be considered to be approved if it receives “For” votes from the holders of a majority of the votes cast by DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy. Abstentions, which are not considered votes cast, and broker non-votes (if any) will have no effect on the outcome of the DevvStream Adjournment Proposal. The DevvStream Adjournment Proposal is a non-routine matter for DevvStream and so no broker non-votes are expected.
Your vote is very important. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other. DevvStream shareholders are requested to complete, date, sign and return the enclosed proxy card in the envelope provided, which requires no postage if mailed in the United States or to submit their votes by phone or the Internet. Simply follow the instructions provided on the enclosed proxy card.
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What is the quorum requirement for the XCF Global Special Meeting?
A quorum of stockholders is necessary to hold a valid meeting. A quorum exists when at least one-third of the outstanding XCF Global Common Shares entitled to vote are represented, either in person or by proxy, at the XCF Global Special Meeting. As of the record date for the XCF Global Special Meeting, there were XCF Global Common Shares outstanding and entitled to vote. Accordingly, XCF Global Common Shares must be present either in person or by proxy for a quorum. Abstentions and Broker Non-Votes will be counted as present for purposes of determining the presence of a quorum.
If a quorum is not present or represented at the XCF Global Special Meeting, the chairman of the meeting or the stockholders holding a majority in voting power of the XCF Global Common Shares entitled to vote and present in person or represented by proxy have the power to adjourn the meeting from time to time without notice, other than an announcement at the meeting, until a quorum is present or represented. At any such reconvened meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally scheduled.
What is the quorum requirement for the DevvStream Special Meeting?
A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if shareholders holding no less than one-third of the votes entitled to be cast at the DevvStream Special Meeting are present online or represented by proxy, irrespective of the number of persons actually present at the DevvStream Special Meeting. On the record date for the DevvStream Special Meeting, there were shares outstanding and entitled to vote. Thus, the holders of DevvStream common shares must be present online at the virtual meeting or represented by proxy at the meeting to have a quorum.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the shareholders present online at the virtual meeting or represented by proxy may adjourn the DevvStream Special Meeting to another date but may not transact any other business.
What are “broker non-votes”?
Persons who hold shares on the record date through a broker, bank, or other intermediary (referred to hereafter as “brokers” for ease of reference) are considered beneficial owners and the shares are referred to as held in “street name”. Brokers holding shares in “street name” must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion. However, brokers holding shares in “street name” for their beneficial owners are prohibited from voting on behalf of the clients on certain matters unless the brokers have received specific voting instructions from those clients.
Shares held in “street name” by brokers who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter, will not be counted as votes in favor or against such matter and will also not be counted as votes cast on such matter.
Votes cast by proxy by mail will be tabulated by the inspector of election appointed for each of the XCF Global Special Meeting and the DevvStream Special Meeting, who will also determine whether a quorum is present.
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
What if a securityholder does not specify a choice for a matter when authorizing a proxy?
All properly executed proxies representing XCF Global Common Shares and DevvStream common shares received prior to the XCF Global Special Meeting and the DevvStream Special Meeting, respectively, will be voted in accordance with the instructions marked thereon. If an instrument of proxy is signed and returned without any instructions marked, the XCF Global Common Shares and DevvStream common shares will be voted “FOR” each of the resolutions in accordance with the recommendation of the respective boards of directors of XCF Global and DevvStream.
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May I change or revoke my proxy with respect to the XCF Global Special Meeting?
Shareholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
• You may submit another properly completed proxy card with a later date;
• You may grant a subsequent proxy by telephone or through the internet;
• You may send a timely written notice that you are revoking your proxy to the Corporate Secretary of XCF Global, Inc., Attention: Secretary at 2500 CityWest Blvd, Suite 150-138, Houston, Texas 77042; or
• You may attend the XCF Global Special Meeting virtually and vote online. Simply attending the meeting virtually will not, by itself, revoke your proxy.
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.
Can I change my vote after submitting my proxy with respect to the DevvStream Special Meeting?
Shareholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
• You may submit another properly completed proxy card with a later date;
• You may grant a subsequent proxy by telephone or through the internet;
• You may send a timely written notice that you are revoking your proxy to DevvStream Corp. Attention: Secretary at 2108 N St., Suite 4254, Sacramento, California 95816; or
• You may attend the DevvStream Special Meeting virtually and vote online. Simply attending the meeting virtually will not, by itself, revoke your proxy.
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.
Why are XCF Global, DevvStream and Southern Energy proposing the Business Combination?
In its review of potential strategic transactions, the Special Committee of the XCF Global Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, each of the Special Committee of the XCF Global Board and the XCF Global Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of XCF Global’s stockholders. The Special Committee of the XCF Global Board and the XCF Global Board believe that, based on their review and consideration, the Business Combination presents an opportunity to increase stockholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved.
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After careful consideration, including consultation with its independent legal and financial advisors, the DevvStream Special Committee unanimously approved, the Business Combination because the Board believes the transaction provides DevvStream shareholders with a strategically and financially superior alternative to remaining a standalone, capital-constrained microcap. As a standalone company, DevvStream has reported substantial doubt about its ability to continue as a going concern, has received a notice from Nasdaq regarding non-compliance with continued listing standards, and faces a working capital deficit of $24.4 million as of January 31, 2026. The Business Combination provides DevvStream shareholders with continuing equity in a combined company with an operational sustainable aviation fuel (SAF) producer (XCF), a development-stage carbon-negative SAF and green methanol platform (Southern Energy), and DevvStream’s environmental asset business.
To review the reasons for the Business Combination in greater detail, see the sections titled “Summary of Joint Proxy Statement/Prospectus — Recommendation of the XCF Special Committee and XCF Board and XCF’s Reasons for the Business Combination”, “The Business Combination — The Special Committee to the DevvStream Board’s Reasons for the Business Combination” beginning on pages 5 and 105, respectively, of this joint proxy statement/prospectus.
What will the Southern Energy securityholders and DevvStream securityholders receive in the Merger?
Pursuant to the terms of the BCA, at the Effective Time, existing equity in Southern Energy will be exchanged for an aggregate number of XCF Global Common Shares equal to 35% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time. Each DevvStream common 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 XCF Global Common Shares equal to the quotient obtained by dividing (a) the aggregate number of XCF Global Common Shares equal to 15% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time by (b) the aggregate number of DevvStream shares issued and outstanding immediately prior to the Effective Time.
Following the completion of the Business Combination, it is anticipated that persons who were shareholders of Southern Energy, DevvStream and XCF Global immediately prior to the Business Combination will own approximately 23.3%, 10.0% and 66.7% of the combined company, respectively, on a fully diluted basis.
What happens if the Business Combination are not completed?
If the Business Combination are not completed for any reason, DevvStream and Southern Energy shareholders will not receive any XCF Global Common Share. The BCA contains rights to terminate the Business Combination by either XCF Global, DevvStream or Southern Energy. For more information, see “The Business Combination — Termination of the BCA”. DevvStream will owe a termination fee of $510,000 to XCF Global if (a) XCF Global or Southern Energy terminates the BCA due to DevvStream changing its board recommendation, (b) DevvStream terminates the BCA to enter into a Superior Proposal (as defined in the BCA) or (c) within the Outside Date, subject to a one-time thirty (30)-day extension upon mutual written agreement), DevvStream consummates or enters into a definitive agreement for an acquisition proposal that was made known prior to termination. XCF Global will owe a termination fee of $510,000 to DevvStream and $1,190,000 to Southern Energy if (a) DevvStream or Southern Energy terminates the BCA due to XCF Global changing its board recommendation, (b) XCF Global 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 XCF Global, failure to obtain approval of the proposals presented at the XCF Global Special Meeting or reaching the Outside Date), XCF Global consummates or enters into a definitive agreement for an acquisition proposal that was made known prior to termination. The parties to the BCA acknowledge that no termination fee will be owed if either of DevvStream or XCF Global validly terminate the BCA due to the failure to obtain the DevvStream fairness opinion or the XCF Global fairness opinion, respectively, as provided in the BCA. For more information, see “The Business Combination — Termination of the BCA — Termination Fee and Reimbursement”.
What will happen if DevvStream effects the Domestication?
As a condition to the consummation of the Business Combination, a Special Committee to the the DevvStream Board has unanimously approved the Domestication. At the effective time of the Domestication, (i) each then issued and outstanding pre-Domestication DevvStream common share will convert automatically, on a one-for-one basis, into one post-Domestication DevvStream common share, (ii) each then issued and outstanding DevvStream convertible security and DevvStream warrant that are exercisable for or convertible into, pre-Domestication
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DevvStream common share will convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar and that are exercisable for or convertible into, an equivalent number of post-Domestication DevvStream common shares, in each case, as the DevvStream convertible security and DevvStream warrant so converted and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under the BCA and the other ancillary documents) will continue and will be the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of DevvStream following the Domestication. The Domestication is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (ii) the Business Combination is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code.
Are there any important risks relating to the Business Combination or XCF Global’s, DevvStream’s or Southern Energy’s businesses of which I should be aware?
Yes, there are important risks relating to the Business Combination and XCF Global’s, DevvStream’s and Southern Energy’s businesses. We urge you to read carefully and in its entirety the section titled “Risk Factors” beginning on page 22 of this joint proxy statement/prospectus.
Are DevvStream shareholders entitled to seek appraisal or dissenters’ rights?
DevvStream shareholders have the right to dissent from the Domestication and, if they follow the procedures specified in the ABCA, to be paid the fair value of their shares in accordance with Section 191 of the ABCA.
If a DevvStream shareholder wishes to dissent and does so in compliance with Section 191 of the ABCA, and DevvStream proceeds with the Domestication, such DevvStream shareholder will be entitled to be paid the fair value of the common shares held. Fair value is determined as of the close of business on the day before the Domestication is approved by the DevvStream shareholders. If a DevvStream shareholder wishes to dissent, such shareholder must send written objection to the Domestication to DevvStream at or before the DevvStream Special Meeting. If a DevvStream shareholder votes in favor of the Domestication, such shareholder loses its rights to dissent. If a DevvStream shareholder does not vote or votes against the Domestication, such shareholder preserves their dissent rights to the extent they comply with Section 191 of the ABCA.
However, it is not sufficient to vote against the Domestication or to refrain from voting. A DevvStream shareholder that wishes to dissent must also provide a separate dissent notice at or before the DevvStream Special Meeting. If a DevvStream shareholder grants a proxy and intends to dissent, the proxy must instruct the proxy holder to vote against the Domestication in order to prevent the proxy holder from voting such shares in favor of the Domestication and thereby voiding the right to dissent. Under the ABCA, DevvStream shareholders have no right of partial dissent. Accordingly, a DevvStream shareholder may dissent only as to all of the DevvStream common shares held.
In addition, the BCA contains a closing condition that, if legally available, dissent rights have not been exercised with respect to more than 3% of the issued and outstanding XCF Global Common Shares or DevvStream common shares. If dissent rights are exercised above this threshold, the parties would not be obligated to consummate the Business Combination.
See the section entitled “The Business Combination — XCF Global Stockholder and DevvStream Shareholder Appraisal and Dissenters’ Rights — Dissenting Rights of DevvStream Shareholders” beginning on page 117 of this joint proxy statement/prospectus.
What are the U.S. federal income tax consequences of the Business Combination to DevvStream shareholders?
It is intended that the Domestication qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code and that the DevvStream Merger qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming the Domestication so qualifies, U.S. holders (as defined below) of DevvStream shares generally will not recognize gain or loss on the Domestication. Assuming the DevvStream Merger qualifies as a reorganization, a U.S. holder generally will not recognize gain or loss on the exchange of its DevvStream shares for XCF Global Common Shares in the DevvStream Merger. Neither the Domestication nor the DevvStream Merger is conditioned on the receipt of an IRS ruling or an opinion of counsel, and no assurance can be given that the IRS will not challenge the intended tax treatment. Non-U.S. holders of DevvStream shares generally are not expected to be subject to U.S. federal
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income tax on the DevvStream Merger, except in limited circumstances, as discussed below under section entitled “Certain U.S. Federal Income Tax Consequences — Tax Consequences of the Merger to Non-U.S. Holders of Target Shares”. For a more complete discussion, see the section entitled “Certain U.S. Federal Income Tax Consequences” beginning on page 120 of this joint proxy statement/prospectus. DevvStream shareholders are urged to consult their own tax advisors regarding the tax consequences of the Domestication and the DevvStream Merger to them in light of their particular circumstances.
What are the U.S. federal income tax consequences of the Business Combination to Southern Energy shareholders?
It is intended that the Southern Energy Merger qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming the Southern Energy Merger so qualifies, a U.S. holder of Southern Energy shares generally will not recognize gain or loss on the exchange of its Southern Energy shares for XCF Global Common Shares in the Southern Energy Merger. Such a U.S. holder’s aggregate tax basis in the XCF Global Common Shares received generally will equal its aggregate adjusted tax basis in the Southern Energy shares surrendered, and its holding period in the XCF Global Common Shares received generally will include its holding period in the Southern Energy shares surrendered. The Southern Energy Merger is not conditioned on the receipt of an IRS ruling or an opinion of counsel regarding its U.S. federal income tax consequences, and no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to the intended tax treatment. If the Southern Energy Merger fails to qualify as a reorganization, a U.S. holder generally would recognize gain or loss equal to the difference between the fair market value of the XCF Global Common Shares received and its adjusted tax basis in the Southern Energy shares surrendered. Non-U.S. holders of Southern Energy shares generally are not expected to be subject to U.S. federal income tax on the Southern Energy Merger, except in limited circumstances, as discussed below under section entitled “Certain U.S. Federal Income Tax Consequences — Tax Consequences of the Merger to Non-U.S. Holders of Target Shares”. For a more complete discussion, see the section entitled “Certain U.S. Federal Income Tax Consequences” beginning on page 120 of this joint proxy statement/prospectus. Southern Energy shareholders are urged to consult their own tax advisors regarding the tax consequences of the Southern Energy Merger to them in light of their particular circumstances.
Is the completion of the Business Combination subject to any conditions?
The obligation of the parties to consummate the Business Combination is conditioned on, among other things, the satisfaction or waiver of the following mutual conditions: (a) the stockholders of XCF Global have authorized and adopted the resolutions to be put before the XCF Global stockholders authorizing the issuance of XCF Global Common Shares in connection with the Business Combination and any other matters required to be approved by XCF Global stockholders in order to consummate the Business Combination; (b) the shareholders of DevvStream have passed the resolutions to be put before the DevvStream shareholders authorizing the Domestication, the DevvStream Merger and the BCA; (c) the absence of any law or order that makes the Business Combination 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 of which this joint proxy statement/prospectus forms a party 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 XCF Global Common Shares or DevvStream shares. The approval of the Southern Energy shareholders is not a condition to consummate the Business Combination because the Southern Energy shareholders authorized and approved the Business Combination prior to Southern Energy executing the BCA. For more information, see the section entitled “The Business Combination — Conditions to the Completion of the Business Combination” beginning on page 78 of this joint proxy statement/prospectus.
When is the Business Combination expected to be completed?
XCF Global and DevvStream currently expect the Business Combination to close in the second half of 2026, subject to regulatory approvals and the satisfaction (or, to the extent permitted by applicable law, waiver) of the other conditions to the Business Combination contained in the BCA. However, it is possible that factors outside the control of XCF Global and DevvStream could require XCF Global and DevvStream to complete the Business Combination at a later time or not complete the Business Combination at all.
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How will the final voting results be announced?
Preliminary voting results will be announced at the XCF Global Special Meeting and DevvStream Special Meeting, as applicable. Final voting results will be published by XCF Global and DevvStream in a Form 425 filing within four business days after the date of the XCF Global Special Meeting and the DevvStream Special Meeting.
Who can help answer my questions?
If you are a XCF Global stockholder and would like a copy of this joint proxy statement/prospectus or if you have questions about the Business Combination or the other matters discussed in these materials, you should submit a request in writing to the Corporate Secretary of XCF Global, Inc., Attention: Secretary at 2500 CityWest Blvd, Suite 150-138, Houston, Texas 77042.
If you are a DevvStream shareholder and would like a copy of this joint proxy statement/prospectus or if you have questions about the Business Combination or the other matters discussed in these materials, you should submit a request in writing to the Corporate Secretary of DevvStream Corp., Attention: Secretary at 2108 N St., Suite 4254, Sacramento, California 95816.
Who will pay for the proxy solicitation?
The cost of preparing, emailing, assembling and mailing this joint proxy statement/prospectus and the form of proxy with respect to the XCF Global Special Meeting will be borne by XCF Global. XCF Global intends to use the services of Sodali & Co to aid in the distribution and collection of proxy votes for an estimated fee of $ , plus reasonable out-of-pocket expenses. No additional compensation will be paid to directors, officers or employees for such services.
DevvStream will bear the cost of the solicitation with respect to the DevvStream Special Meeting, including any costs directly associated with preparing, printing and mailing this joint proxy statement/prospectus and the accompanying Notice of Special Meeting of Shareholders and proxy card to DevvStream shareholders. DevvStream intends to use the services of Sodali & Co to aid in the distribution and collection of proxy votes for an estimated fee of $ , plus reasonable out-of-pocket expenses. No additional compensation will be paid to directors, officers or employees for such services.
Who will count the votes?
The votes at the XCF Global Special Meeting will be tabulated and certified by the inspector of elections appointed by the XCF Global Board.
The votes at the DevvStream Special Meeting will be tabulated and certified by the inspector of elections appointed by the DevvStream Board.
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SUMMARY OF JOINT PROXY STATEMENT/PROSPECTUS
This summary highlights selected information included in this joint proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination, you should carefully read this entire joint proxy statement/prospectus and its exhibits and the other documents referred to in this joint proxy statement/prospectus. Additional important information about XCF Global and DevvStream is also contained in the exhibits to the registration statement of which this joint proxy statement/prospectus forms a part. For a description of and instructions as to how to obtain, this information, see the section titled “Where You Can Find More Information” beginning on page 331 of this joint proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item.
Parties to the Merger
XCF Global
XCF Global (formerly known as Focus Impact BH3 NewCo, Inc.), is a Delaware corporation, that was formed after giving effect to the Prior Business Combination between Focus Impact BH3 Acquisition Company, a Delaware corporation (“Focus Impact”), Focus Impact BH3 NewCo, Inc., a Delaware corporation (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”) and XCF Global Capital, Inc., a Nevada corporation (“Legacy XCF”), on June 6, 2025.
Legacy XCF was incorporated on January 20, 2023, for the purpose of making investments in renewable energy assets and production facilities. XCF has completed acquisitions in Nevada, Florida and North Carolina as the foundation for the Company’s first production of SAF, a synthetic kerosene derived from waste- and residue-based feedstocks such as waste oils and fats, green and municipal waste and non-food crops and, currently, blended with conventional Jet-A fuel. XCF is committed to reducing the world’s carbon footprint by meeting the growing demand for renewable fuels and will concentrate on the production of clean-burning, sustainable biofuels, principally SAF. Though we are focused on promoting and accelerating the decarbonization of the aviation industry through SAF, we may, opportunistically, produce other renewable products such as renewable diesel, a renewable fuel and bio-based glycerol, also known as natural glycerin, which is used in healthcare, food and cosmetics industries. We believe there is a market opportunity in the aviation and renewable fuel sectors as a result of a combination of regulatory support, industry-led demand and end-user commitment. The actual market environment may evolve differently from our expectations and is subject to a variety of external forces such as government regulation and technological development that may impact the market opportunity. XCF intends to build a nationwide portfolio of SAF and renewable fuels production facilities that use waste- and residue-based feedstocks at competitive production costs. We also intend to implement a fully integrated business model from feedstock supply and production to marketing and sales of SAF and renewable fuels. XCF is currently one of the few publicly traded renewable fuels companies primarily focused on SAF and renewable fuels in the United States, with the stated intention to be a majority SAF producer, distinguishing itself from peers that are predominantly legacy crude oil refiners.
Our intention is to scale and operate clean fuel production facilities engineered to the highest levels of compliance, reliability and quality. Our initial operations include the New Rise Reno renewable fuel production facility. Legacy XCF completed acquisitions of New Rise SAF and New Rise Renewables on January 23, 2025 and February 19, 2025 respectively. Legacy XCF also owns dormant biodiesel plants in Fort Myers, FL and Wilson, NC that it is considering to further build-out and reconstruct into SAF, renewable fuels and/or associated SAF-related infrastructure. The Company is continuing to evaluate the role of each of the Fort Myers, Florida and Wilson, North Carolina facilities within XCF’s broader SAF and renewable fuel value chain.
Blended with conventional Jet-A fuel, SAF is a “drop-in fuel” which means it can be used in existing aircraft and aviation infrastructure without the need for modification. Publications by a variety of industry organizations and experts, for example a thought leader piece with Air bp global aviation sustainability director posted on the BP p.l.c. (“BP”) website and publications from the IATA estimate that SAF can reduce lifecycle greenhouse gas emissions by up to 80% compared to conventional jet fuel; this estimated reduction in greenhouse gas emissions is based on factors that impact the ultimate reduction in greenhouse gas emissions for a given SAF product including the feedstock used, the production method employed and the supply chain to the airport. In a recent study by the EPA on Atmospheric Concentrations of Greenhouse Gases, global atmospheric concentrations of carbon dioxide, methane, nitrous oxide and certain manufactured greenhouse gases have all risen significantly over the last few hundred years. Further, the
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EPA has noted that the combustion of fossil fuels such as gasoline and diesel to transport people and goods was the largest source of CO2 emissions in 2022, accounting for 35% of total U.S. CO2 emissions and 28% of total U.S. greenhouse gas emissions.
DevvStream
DevvStream Inc., is a wholly-owned operating subsidiary of DevvStream Corp. DevvStream Inc. was formed to operate as a sustainability principled, technology-based, impact-investing company focused on high quality and high return carbon credit generating projects.
On November 4, 2022, DevvStream Inc. completed a business combination transaction (the “DevvStream Business Combination”) with 1319738 B.C. Ltd., 1338292 B.C. Ltd., Devv Subco Inc., and DevvESG Streaming Finco Ltd., pursuant to which 1319738 B.C. Ltd., acquired all of the issued and outstanding securities of DevvStream Inc. by way of a three-cornered merger. In connection with the DevvStream Business Combination, 1319738 B.C. Ltd. changed its name to “DevvStream Holdings Inc.” Upon closing of the 2022 Business Combination, DevvStream Inc. became a wholly owned subsidiary of DevvStream Holdings Inc., and the business of DevvStream Inc. became the business of DevvStream Holdings Inc. On January 17, 2023, DevvStream’s subordinate voting shares were listed and posted for trading on the NEO Exchange (now known as CBOE Canada). DevvStream Holdings Inc. is no longer listed on the CBOE Canada.
On September 12, 2023 (and as amended May 1, 2024, August 10, 2024, and October 29, 2024, the “DevvStream Business Combination Agreement”), DevvStream Holdings Inc. entered into a business combination agreement with Focus Impact Acquisition Corp. (“FIAC”). FIAC was a special purpose acquisition corporation focused on amplifying social impact through the pursuit of a merger or business combination with socially forward companies. On November 6, 2024, DevvStream Holdings Inc. completed the business combination with FIAC. In connection with the completion of the business combination, the DevvStream Holding Inc. changed its jurisdiction from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby become a company existing under the ABCA and changed its name to DevvStream Corp., and DevvStream Holdings Inc. and Amalco Sub amalgamated to form one corporate entity (“DevvStream”).
DevvStream is a capex-light environmental asset generation company focused on high quality and high return technology-based projects. DevvStream offers investors exposure to assets such as carbon credits, a key instrument used to offset emissions of carbon dioxide from industrial activities to reduce the effects of global warming and I-RECs (International Renewable Energy Certificate), a vehicle for businesses to claim renewable energy usage and reduce their carbon footprint.
DevvStream plans to use blockchain technology in connection with its environmental asset and carbon credit-generating projects as a tool to enhance transparency, data integrity and traceability across the credit cycle. Through partnerships with market leaders, DevvStream aims to provide a technology-enabled solution to help organizations generate, manage and monetize environmental assets.
DevvStream’s blockchain implementation would be limited to tracking, managing and storing project-level data on a secure, immutable ledger. The blockchain would not be used to create or register carbon credits. Carbon credits would be independently issued, recorded and tracked by third-party registries, which maintain official ownership records. The blockchain platform would not interface with these registries nor does it create a substitute registry.
DevvStream is not a cryptocurrency company. DevvStream does not have and does not plan to create its own cryptocurrency, coin or token. DevvStream’s business does not involve the creation or issuance of any crypto asset and its technology platform does not require or involve the integration of any token to function.
DevvStream is also evaluating the potential to digitize or tokenize certain real-world assets in the future. These initiatives are exploratory in nature and have not been launched. Any such efforts would be subject to applicable regulatory, accounting, tax, custodial, liquidity and operational considerations and DevvStream may elect not to proceed.
With a diverse approach to the I-REC and carbon market, DevvStream operates across three strategic domains: (1) an offset portfolio consisting of I-REC’s, nature-based, tech-based and carbon sequestration credits for immediate sale to corporations and governments seeking to offset their most difficult-to-reduce emissions; (2) project investment,
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acquisitions and industry consolidation to extend the company’s reach, allowing it to become a full end-to-end solutions provider; and (3) project development, where the company serves as project manager for eligible activities such as EV charging in exchange for a percentage of generated credits.
The DevvStream common shares are listed on Nasdaq under the symbol “DEVS”.
For additional information about DevvStream, see the section titled “Information About DevvStream” beginning on page 236 of this joint proxy statement/prospectus.
Southern Energy
Southern Energy is a Louisiana corporation organized to design, finance, build, own and operate renewable-fuel, renewable energy, renewable chemicals, clean products and energy and renewables products company. Southern Energy’s objective is to establish a scalable platform to produce these products. With the first plant AeroMaris producing renewable methanol, renewable propylene, renewable gasoline, renewable propane gas and renewable bio-naphtha and Sustainable Aviation Fuel (“SAF”) through thermochemical conversion of biomass coupled with permanent carbon sequestration. Southern Energy’s initial business model focuses on vertical integration of the entire value chain — from feedstock sourcing and preprocessing through gasification, synthesis-gas conditioning, catalytic upgrading and product distribution- creating multiple revenue streams within a single project architecture.
Southern Energy’s development philosophy is grounded in producing renewable and clean end-products that are price competitive compared to regular commodities and products. Southern Energy licenses proven technology from established vendors and applies it within a highly engineered modular plant design. The gasification and syngas-cleanup platform licensed from Frontline BioEnergy LLC has been demonstrated at pilot scale to produce tar-free, high-pressure syngas suitable for catalytic methanol synthesis without costly downstream filtration. Frontline’s experience with biomass and municipal solid waste gasification integrated with methanol synthesis is valuable as most gasification projects have failed due to not proving the integration. By integrating this platform with Air Liquide’s commercial methanol-synthesis and methanol-to-propylene technology, Southern Energy expects to achieve process efficiencies exceeding those of comparable renewable-fuel facilities. Then Air Liquide’s methanol to propylene technology will be oligomerized by Axens commercial oligomerization unit.
Each Southern Energy facility will have ways to valorize carbon dioxide, while keeping the carbon intensity low. The first facility plans to include on-site carbon-capture units and pipeline interconnections to Class VI injection, providing a complete cradle-to-storage solution. Southern Energy Renewables is investigating utilizing part of the CO2 to produce neat e-SAF to ship overseas to support European mandates. The combination of biomass conversion and geological storage is expected to yield a net-negative life-cycle carbon intensity, positioning Southern Energy to qualify for the highest available federal incentives and to meet the demand of exporting for carbon intensity fuels and products.
Southern Energy’s flagship project, located in St. Charles Parish, Louisiana (the “AeroMaris Project”) is expected to be developed on a site of approximately 1,100 acres. Development is expected to occur in three sequential phases — Phase 1, Phase 2 and Phase 3 — culminating in full build-out capacity of roughly 15,000 short tons per day of biomass feedstock for the final phase converted into SAF and green methanol. The total anticipated investment across all phases is expected to range between $6 billion and $7 billion, supported in part by Louisiana Community Development Authority tax-exempt bond financing, various government agencies issued finance programs and other outside investments in the form of both debt and equity. The AeroMaris Project’s location near deep-water ports, industrial utilities and approved carbon-storage formations provide strong logistical and environmental advantage.
For additional information about Southern Energy, see the section titled “Information About Southern Energy” beginning on page 280 of this joint proxy statement/prospectus.
DevvStream Merger Sub
DevvStream Merger Sub Inc. is a Delaware corporation and a wholly-owned subsidiary of XCF Global. It was formed on April 2, 2026 solely for the purpose of effecting the DevvStream Merger and has not conducted any business operations other than those incidental to its formation and the transactions contemplated by the BCA. Upon completion of the Business Combination, DevvStream Merger Sub will cease to exist.
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Southern Energy Merger Sub
Southern Merger Sub Inc. is a Delaware corporation and a wholly-owned subsidiary of XCF Global. It was formed on April 2, 2026 solely for the purpose of effecting the Southern Energy Merger and has not conducted any business operations other than those incidental to its formation and the transactions contemplated by the BCA. Upon completion of the Business Combination, Southern Energy Merger Sub will cease to exist.
The Business Combination and the BCA
The terms and conditions of the Business Combination described below are contained in the BCA, which is attached as Annex A to the registration statement of which this joint proxy statement/prospectus forms a part and is incorporated by reference herein in its entirety. You are encouraged to read the BCA carefully, as it is the legal document that governs the Business Combination.
The XCF Global Board has, by unanimous vote, (i) determined that the BCA, the Business Combination and the other transactions contemplated thereby, including the stock issuance pursuant to the BCA, are fair to XCF Global and its stockholders and in the best interests of and are advisable to, XCF Global and its stockholders, (ii) approved and declared advisable the execution, delivery and performance by XCF Global of the BCA and the consummation of the Business Combination contemplated thereby, including the stock issuance and (iii) resolved to recommend that the XCF Global stockholders approve the BCA and the consummation of the Business Combination contemplated thereby, including the stock issuance.
A Special Committee to the DevvStream Board has unanimously approved and determined the BCA, the Business Combination and the other transactions contemplated thereby to be in the best interests of DevvStream and its shareholders.
As a condition to the consummation of the Business Combination, a Special Committee to the DevvStream Board has unanimously approved the Domestication. At the effective time of the Domestication, (i) each then issued and outstanding pre-Domestication DevvStream common share will convert automatically, on a one-for-one basis, into one post-Domestication DevvStream common share, (ii) each then issued and outstanding DevvStream convertible security and DevvStream warrant that are exercisable for or convertible into, pre-Domestication DevvStream common share will convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar and that are exercisable for or convertible into, an equivalent number of post-Domestication DevvStream common shares, in each case, as the DevvStream convertible security and DevvStream warrant so converted and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under the BCA and the other ancillary documents) will continue and will be the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of DevvStream following the Domestication. Prior to the Effective Time of the Business Combination, DevvStream will migrate to and domesticate as a Delaware corporation. The Domestication is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code (the “Code”) and (ii) the Business Combination are intended to each constitute a “reorganization” within the meaning of Section 368(a) of the Code.
Pursuant to the terms of the BCA, at the Effective Time, existing equity in Southern Energy will be exchanged for an aggregate number of XCF Global Common Shares equal to 35% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time. Each DevvStream common 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 XCF Global Common Shares equal to the quotient obtained by dividing (a) the aggregate number of XCF Global Common Shares equal to 15% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time by (b) the aggregate number of DevvStream shares issued and outstanding immediately prior to the Effective Time.
Following the completion of the Business Combination, it is anticipated that persons who were securityholders of Southern Energy, DevvStream and XCF Global immediately prior to the Business Combination will own approximately 23.3%, 10.0% and 66.7% of the combined company, respectively, on a fully diluted basis.
For more information, see the section titled “The Business Combination” beginning on page 77 of this joint proxy statement/prospectus.
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Recommendation of the XCF Special Committee and XCF Board and XCF’s Reasons for the Business Combination
Upon the recommendation of the XCF Special Committee, the XCF Board determined that the BCA and the Transaction are advisable, fair to, and in the best interests of XCF and its stockholders, approved and adopted the BCA, and resolved to recommend that XCF stockholders approve the BCA and the Transaction.
The XCF Global Board unanimously recommends that XCF Global stockholders vote “FOR” the XCF Global Authorized Stock Increase Proposal, “FOR” the XCF Global Stock Issuance Proposal, “FOR” the XCF Global Director Election Proposal, “FOR” the XCF Global 2025 Equity Incentive Plan Increase Proposal and, if necessary, “FOR” the XCF Global Adjournment Proposal.
In reaching its determination, the XCF Special Committee and the XCF Board considered a number of factors in favor of the Transaction, including, among others:
• XCF’s financial condition and near-term financing needs, the limited time available to pursue alternatives, and the absence of viable standalone financing or strategic alternatives;
• the structure of the BCA, under which the XCF Special Committee’s and XCF Board’s approval at signing was expressly subject to subsequent receipt of a satisfactory Company Fairness Opinion, and the subsequent receipt of the written opinion of Houlihan Capital, LLC (“HC”) dated May 11, 2026 that the issuance of XCF common shares in the Transaction was fair, from a financial point of view, to XCF stockholders;
• XCF’s anticipated approximately 66.7% fixed pro forma ownership of the combined company on a fully diluted basis, together with EEME’s commitment to fund the buildout and conversion of XCF’s New Rise Reno facility; and
• the prospects of the combined company on a national exchange and the procedural protections negotiated for XCF, including a fiduciary out for a Superior Proposal and mutual termination fee provisions.
The XCF Special Committee and the XCF Board also considered a number of risks and potentially negative factors, including potential trading-price volatility, closing risk, restrictions on soliciting competing proposals, XCF’s potential termination fee and expense-reimbursement obligations, transaction costs, substantial dilution to existing XCF stockholders, and the other risks described under “Risk Factors.”
Opinion of Financial Advisor to the XCF Special Committee and XCF Board
The XCF Special Committee and XCF Board retained Houlihan Capital, LLC (“HC”) to act as financial advisor in connection with the Transaction. On May 11, 2026, HC rendered its oral opinion, subsequently confirmed in writing by delivery of HC’s written opinion of the same date, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by HC as set forth in its written opinion, the proposed issuance of XCF common shares to acquire Southern Energy and DevvStream pursuant to the BCA was fair, from a financial point of view, to the stockholders of XCF.
The full text of HC’s written opinion is attached as Annex E to the registration statement of which this joint proxy statement/prospectus forms a part, and the summary of HC’s opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. HC’s opinion was provided for the information and assistance of the XCF Special Committee and XCF Board in connection with their evaluation of the Transaction and does not constitute a recommendation to the XCF Special Committee, the XCF Board, or any XCF security holder as to how to act or vote with respect to any matter relating to the Transaction. XCF stockholders are urged to read the HC opinion carefully and in its entirety.
For additional information, please read the section titled “The Business Combination — Opinion of Financial Advisor to the XCF Special Committee and XCF Board” beginning on page 89 of this joint proxy statement/prospectus.
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The Special Committee to the DevvStream Board’s Reasons for the Business Combination
The Special Committee to the DevvStream Board has determined that the Business Combination is fair to and in the best interests of DevvStream and its shareholders. In reaching that determination, the Board identified several reasons that supported its recommendation, including:
• the strategic and financial benefits to DevvStream shareholders of receiving continuing equity in a combined company with operational sustainable aviation fuel production (XCF), a large-scale carbon-negative SAF and green methanol development platform (Southern Energy), and DevvStream’s environmental asset business, in lieu of remaining as a standalone microcap with substantial doubt about its ability to continue as a going concern;
• DevvStream’s recent receipt of notification from Nasdaq regarding non-compliance with continued listing standards, the working capital deficit of $24.4 million as of January 31, 2026, and the limited near-term path to profitability on a standalone basis;
• the structure of the BCA, under which the DevvStream Special Committee’s and DevvStream Board’s approval at signing was expressly subject to subsequent receipt of a satisfactory DevvStream Fairness Opinion, with a corresponding right to terminate the BCA if such opinion was not received within twenty (20) business days of signing, and the subsequent receipt by the Special Committee of a written fairness opinion from EntrepreneurShares LLC dated May 12, 2026 to the effect that the Transaction Consideration to be received by DevvStream shareholders is fair, from a financial point of view, to such shareholders;
• the procedural and economic protections negotiated for DevvStream shareholders, including a fiduciary out for a Superior Proposal, mutual termination fee provisions, customary interim operating covenants, and minority shareholder protections under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions;
• the independence of the Special Committee, which retained Morrison & Foerster LLP as U.S. counsel, McMillan LLP as Canadian counsel, and EntrepreneurShares LLC as financial advisor, and which conducted multiple meetings to review and negotiate the terms of the Business Combination; and
• the structuring of the Business Combination, including the Domestication, in a manner intended to qualify, in part, as one or more tax-deferred reorganizations under Section 368(a) of the Code.
The Special Committee to the DevvStream Board also considered a number of risks and potentially negative factors, including: the conditional nature of the closing (including closing conditions outside DevvStream’s direct control); the concentration of post-closing equity ownership in the hands of XCF’s majority shareholder and certain affiliated investors; Southern Energy’s pre-revenue, development-stage status; potential expiration of the 45Z Clean Fuel Production Credit on December 31, 2029; the costs and risks of the Domestication; the termination fee payable by DevvStream in certain circumstances; and the standard risks of post-closing integration. The foregoing summary is qualified in its entirety by reference to the full discussion of the Special Committee to the DevvStream Board’s reasons set forth under the heading “The Business Combination — The Special Committee to the DevvStream Board’s Reasons for the Business Combination.”
Fairness Opinion of EntrepreneurShares LLC
DevvStream retained EntrepreneurShares LLC to act as its financial advisor in connection with the Business Combination. On May 12, 2026, EntrepreneurShares LLC rendered its opinion to the Special Committee to the DevvStream Board to the effect that, as of that date and based upon and subject to the assumptions, limitations and qualifications and other matters set forth therein, the transactions contemplated by the BCA were fair to DevvStream shareholders from a financial point of view.
The full text of EntrepreneurShares LLC’s opinion, dated as of May 12, 2026, which describes the assumptions made, procedures followed, matters considered and limitations on the reviews undertaken, is attached as Annex F to the registration statement of which this joint proxy statement/prospectus forms a part. The summary of the EntrepreneurShares LLC written opinion set forth herein is qualified in its entirety by reference to the full text of its written opinion. DevvStream shareholders are urged to read the EntrepreneurShares LLC opinion carefully and in its entirety. EntrepreneurShares LLC provided its opinion for the information and assistance of the Special Committee to the DevvStream Board. The EntrepreneurShares LLC opinion does not constitute a recommendation as to how the DevvStream Board or DevvStream shareholders should vote or act with respect to the Business Combination.
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For additional information, please read the section titled “The Business Combination — Opinion of Financial Advisor to the DevvStream Special Committee and the DevvStream Board” beginning on page 108 of this joint proxy statement/prospectus.
Regulatory Approvals
The parties are required to execute and file or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any governmental entity, whether federal, state, local or foreign, that may be reasonably required or that XCF Global, DevvStream or Southern Energy may reasonably request, in connection with the Business Combination.
In addition, prior to the Effective Time, the applicable stock exchange approvals must have been made, which means the conditional approval of (a) Nasdaq and (b) Nasdaq Sweden to list the XCF Global Common Shares to be issued, subject only to customary listing conditions, including customary post-closing deliveries and, if required by Nasdaq or Nasdaq Sweden as a result of the Business Combination constituting a change of control, the approval of Nasdaq and/or Nasdaq Sweden of XCF Global’s initial listing application in connection with the Business Combination. In addition, a post-closing filing under the Investment Canada Act will be made within thirty days after the closing of the Business Combination, if required.
None of XCF Global, DevvStream, or Southern Energy can provide assurance that any such regulatory approvals will not result in the delay or abandonment of the Business Combination.
Conditions to the Completion of the Business Combination
The obligation of the parties to consummate the Business Combination is conditioned on, among other things, the satisfaction or waiver of the following mutual conditions: (a) the stockholders of XCF Global have authorized and adopted the resolutions to be put before the XCF Global stockholders authorizing the issuance of XCF Global Common Shares in connection with the Business Combination and any other matters required to be approved by XCF Global stockholders in order to consummate the Business Combination; (b) the shareholders of DevvStream have passed the resolutions to be put before the DevvStream shareholders authorizing the Domestication, the DevvStream Merger and the BCA; (c) the absence of any law or order that makes the Business Combination 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 of which this joint proxy statement/prospectus forms a party shall have been declared effective by the U.S. Securities and Exchange Commission (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 XCF Global Common Shares or DevvStream shares. The approval of the Southern Energy shareholders is not a condition to consummate the Business Combination because the Southern Energy shareholders authorized and approved the Business Combination prior to Southern Energy executing the BCA. For more information, see the section entitled “The Business Combination — Conditions to the Completion of the Business Combination” beginning on page 78 of this joint proxy statement/prospectus.
Termination of the BCA
The BCA contains rights to terminate the Merger by either XCF Global, DevvStream or Southern Energy. For additional information, please read the section titled “The Business Combination — Termination of the BCA” beginning on page 79 of this joint proxy statement/prospectus.
Termination Fee and Reimbursement
DevvStream will owe a termination fee of $510,000 to XCF Global if (a) XCF Global or Southern Energy 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 approval of the proposals presented at the DevvStream Special Meeting or reaching the Outside Date), DevvStream consummates or enters into a definitive agreement for an acquisition proposal that was made known prior to termination. XCF Global will owe a termination fee of $510,000 to DevvStream and $1,190,000 to Southern Energy if (a) DevvStream or Southern Energy terminates the BCA due to XCF Global changing its board
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recommendation, (b) XCF Global 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 XCF Global, failure to obtain approval of the proposals presented at the XCF Global Special Meeting or reaching the Outside Date), XCF Global consummates or enters into a definitive agreement for an acquisition proposal that was made known prior to termination. The parties to the BCA acknowledge that no termination fee will be owed if either of DevvStream or XCF Global validly terminate the BCA due to the failure to obtain the DevvStream fairness opinion or the XCF Global fairness opinion, respectively, as provided in the BCA. For more information, see “The Business Combination — Termination of the BCA — Termination Fee and Reimbursement.”
Related Agreements
Support & Lock-Up Agreements
In connection with the execution of the BCA, (i) XCF Global, Southern Energy, DevvStream and certain insider stockholders of XCF Global entered into the XCF Global Support & Lock-Up Agreement, (ii) XCF Global, Southern Energy, DevvStream and certain insider stockholders of DevvStream entered into the DevvStream Support & Lock-Up Agreement and (iii) XCF Global, Southern Energy, DevvStream and certain insider stockholders of Southern Energy entered into the Southern Support & Lock-Up Agreement, each dated April 13, 2026.
Pursuant to the Support & Lock-Up Agreements, the respective securityholders party thereto agreed to vote the applicable shares held by them in favor of the proposals to be voted on at the XCF Global Special Meeting and the DevvStream Special Meeting and against any competing alternative transactions. Because the XCF Global stockholders that are subject to the applicable Support & Lock-Up Agreements hold a sufficient number of voting shares to approve the proposals to be voted on at the XCF Global Special Meeting, the requisite shareholder approvals for XCF Global are ensured, provided that such securityholders comply with their voting obligations under the applicable Support & Lock-Up Agreements. Pursuant to the Support & Lock-Up Agreements, holders of approximately a majority of DevvStream Common Shares agreed to vote the applicable shares held by them in favor of the proposals to be voted on at the DevvStream Special Meeting. Additionally, such 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 XCF Global or Southern Energy or (ii) cause any material delay in the consummation of the Business Combination.
Interests of Certain Persons in the Business Combination
Certain of XCF Global’s and DevvStream’s directors and executive officers may have interests in the Business Combination that may be different from or in addition to, the interests of XCF Global stockholders and DevvStream shareholders generally. The XCF Global Board, the XCF Global Special Committee, the DevvStream Board and the DevvStream Special Committee were aware of and carefully considered these interests, among other matters, in evaluating the terms and structure and in overseeing the negotiation of, the Business Combination and in approving the BCA.
For additional information, please see the section titled “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination” beginning on page 292 of this joint proxy statement/prospectus.
Comparison of Rights of Shareholders
DevvStream is organized under the laws of Alberta, Canada and after the Domestication, DevvStream will be organized under the laws of the State of Delaware. Accordingly, differences in rights of holders of DevvStream capital stock before and after the Domestication arise from differences between Alberta and Delaware law and DevvStream’s constituent documents. As a DevvStream shareholder, your rights with respect thereto are governed by Alberta law, as well as DevvStream’s organizational documents. Following the completion of the Domestication, the rights of the DevvStream shareholders with respect to the DevvStream common shares will be governed by the Delaware General
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Corporations Law and the DevvStream organizational documents. DevvStream stockholders post-Domestication receiving XCF Global Common Shares in connection with the Business Combination will have different rights once they become XCF Global stockholders due to differences between the governing documents of DevvStream post-Domestication and XCF Global. For a description of the key differences and additional information, please see the section titled “Comparison of Rights of Shareholders” beginning on page 8 of this joint proxy statement/prospectus.
Management of XCF Global Following the Business Combination
Pursuant to the BCA, following the closing of the Business Combination, the XCF post-closing board will consist of seven (7) directors (the “Post-Closing Company Board”), including: (A) four (4) directors who shall be designated by the Company prior to the Closing (one of whom shall be the Chief Executive Officer of the Company, Christopher Cooper), (B) two (2) directors designated by Southern Energy (Chad J. Langley and John Wharton), and (C) one (1) director who shall be designated by DevvStream prior to the Closing.
The following individuals have been designated as of the date of this joint proxy statement/prospectus to serve as directors and executive officers of XCF Global upon completion of the Business Combination:
|
Name |
Age |
Position |
||
|
Executive Officers |
||||
|
Christopher Cooper |
56 |
Chief Executive Officer, Director |
||
|
Non-Executive Officer Directors |
||||
|
Chad J. Langley |
50 |
Director |
||
|
John Wharton |
68 |
Director |
For additional information, please see Proposal No. 3 — The XCF Global Director Election Proposal and the section titled “Information About XCF Global Upon Completion of the Business Combination — Directors and Executive Officers of XCF Global upon the Completion of the Business Combination” beginning on pages 139 and 298 of this joint proxy statement/prospectus, respectively.
Accounting Treatment of the Business Combination
For a discussion summarizing the accounting treatment of the business combination, please read the section titled “The Business Combination — Accounting Treatment of the Business Combination” beginning on page 9 of this joint proxy statement/prospectus.
Certain U.S. Federal Income Tax Consequences
For a discussion summarizing the U.S. federal income tax considerations of the Domestication, the Mergers and the ownership and disposition of XCF Global Common Shares received in the Business Combination, please see the description in the section entitled “Certain U.S. Federal Income Tax Consequences.”
Certain Canadian Federal Income Tax Consequences
For a summary of certain of the material Canadian federal income tax consequences of the Business Combination applicable to DevvStream shareholders, see the section entitled “Certain Canadian Federal Income Tax Consequences.” Such summary is not intended to be legal or tax advice. DevvStream shareholders should consult their own tax advisors as to the tax consequences of the Business Combination to them having regard to their particular circumstances.
XCF Global Stockholders’ Appraisal and Dissenters’ Rights
Under the DGCL, holders of XCF Global Common Shares are not entitled to appraisal or dissenters’ rights in connection with the XCF Global Authorized Stock Increase Proposal, the XCF Global Stock Issuance Proposal, the XCF Global Director Election Proposal, the XCF Global 2025 Equity Incentive Plan Increase Proposal or the XCF Global Adjournment Proposal. The Business Combination is being effected through the merger of wholly-owned subsidiaries of XCF Global with and into DevvStream and Southern Energy, respectively, and not through a merger of XCF Global itself, and the issuance of XCF Global Common Shares to be approved at the XCF Global Special Meeting does not give rise to statutory appraisal rights under Delaware law.
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DevvStream Shareholders’ Appraisal and Dissenters’ Rights
DevvStream shareholders have the right to dissent from the Domestication and, if they follow the procedures specified in the ABCA, to be paid the fair value of their shares in accordance with Section 191 of the ABCA.
If a DevvStream shareholder wishes to dissent and does so in compliance with Section 191 of the ABCA, and DevvStream proceeds with the Domestication, such DevvStream shareholder will be entitled to be paid the fair value of the common shares held. Fair value is determined as of the close of business on the day before the Domestication is approved by the DevvStream shareholders. If a DevvStream shareholder wishes to dissent, such shareholder must send written objection to the Domestication to DevvStream at or before the DevvStream Special Meeting. If a DevvStream shareholder votes in favor of the Domestication, such shareholder loses its rights to dissent. If a DevvStream shareholder does not vote or votes against the Domestication, such shareholder preserves their dissent rights to the extent they comply with Section 191 of the ABCA.
However, it is not sufficient to vote against the Domestication or to refrain from voting. A DevvStream shareholder that wishes to dissent must also provide a separate dissent notice at or before the DevvStream Special Meeting. If a DevvStream shareholder grants a proxy and intends to dissent, the proxy must instruct the proxy holder to vote against the Domestication in order to prevent the proxy holder from voting such shares in favor of the Domestication and thereby voiding the right to dissent. Under the ABCA, DevvStream shareholders have no right of partial dissent. Accordingly, a DevvStream shareholder may dissent only as to all of the DevvStream common shares held.
In addition, the BCA contains a closing condition that, if legally available, dissent rights have not been exercised with respect to more than 3% of the issued and outstanding XCF Global Common Shares or DevvStream common shares. The exercise of dissent rights above this threshold could result in the failure of a condition to closing and entitle the parties to elect not to consummate the Business Combination. For additional information, see the section entitled “The Business Combination — Conditions to the Completion of the Business Combination” beginning on page 78.
Moreover, due to the complexity of the procedures for exercising dissenter’s rights, securityholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. For additional information, please see the section titled “Dissenting Rights of DevvStream Shareholders” beginning on page 117 of this joint proxy statement/prospectus.
Sources of Industry and Market Data
This joint proxy statement/prospectus includes industry and market data, forecasts and other statistical information that XCF Global, DevvStream and Southern Energy have obtained or derived from independent industry publications and surveys, reports of governmental agencies, publicly available information, and their respective internal estimates and research based on industry knowledge. Although XCF Global, DevvStream and Southern Energy believe that the third-party sources from which this information has been obtained are reliable, none of XCF Global, DevvStream or Southern Energy, nor any of their respective affiliates or representatives, has independently verified any of the data from such sources, and no representation is made as to the accuracy or completeness of such information. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information, and the estimates and forecasts presented herein involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages vii and 19, respectively, and under “Market and Industry Data” of this joint proxy statement/prospectus.
Summary of Risk Factors
Below is a summary of the principal risk factors related to the Business Combination, XCF Global, DevvStream and Southern Energy. This summary does not address all of the risks. In evaluating the BCA and the Business Combination, you should carefully read this joint proxy statement/prospectus and the documents incorporated herein by reference. In particular, you should consider the factors discussed in the section titled “Risk Factors” beginning on page 22 of this joint proxy statement/prospectus.
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Risks Relating to the Business Combination:
• Expectations related to the terms and timing of the completion of the Business Combination;
• the occurrence of any event giving rise to the right of a party to terminate the BCA;
• the ability of the parties to complete the Business Combination;
• expectations related to the projected capitalization of XCF Global following the completion of the Business Combination;
• projections relating to the future financial performance of XCF Global, DevvStream and/or Southern Energy;
• potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Business Combination;
• the expected directors and officers of XCF Global after the completion of the Business Combination;
• changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations;
• the ability to meet stock exchange listing standards following the consummation of the Business Combination;
• the exercise of dissent rights by DevvStream shareholders, including the risk that dissent rights are exercised with respect to more than 3% of the issued and outstanding XCF Global Common Shares or DevvStream common shares, which would result in the failure of a closing condition under the BCA and could entitle the parties to elect not to consummate the Business Combination;
• the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination or that the approval of stockholders and/or shareholders is not obtained;
• the risk that the proposed transactions disrupts current plans and operations of XCF Global, DevvStream or Southern Energy as a result of the announcement and consummation of the Business Combination;
• the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
• costs related to the Business Combination;
• changes in applicable laws or regulations;
• the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;
• the expected benefits of the Business Combination; and
• the expected financial and business performance following the completion of the Business Combination.
Risks Relating to XCF Global, DevvStream and Southern Energy
• XCF Global’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;
• the ability to expand the business of XCF Global and provide new offerings, services and features and make enhancements to its business;
• developments and projections relating to XCF Global’s competitors and industries;
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• the ability to compete with existing and new competitors in existing and new markets and offerings;
• the ability to acquire new businesses or pursue strategic transactions;
• the ability to protect patents, trademarks and other intellectual property rights;
• the expectations regarding the effects of existing and developing laws and regulations; and
• global and domestic economic conditions and their impact on demand for XCF Global’s markets and offerings.
• changes in domestic and foreign business, market, financial, political and legal conditions;
• the outcome of any legal proceedings that may be instituted against XCF Global, DevvStream, Southern Energy, the combined company or others;
• risks relating to extensive regulation, compliance obligations and rigorous enforcement by federal, state and non-U.S. governmental authorities;
• the possibility that XCF Global, DevvStream, Southern Energy or the combined company may be adversely affected by other economic, business and/or competitive factors;
• risks relating to XCF Global’s, DevvStream’s and Southern Energy’s key intellectual property rights;
• risks relating to XCF Global, DevvStream and Southern Energy indebtedness and their capacity to obtain sufficient funding and financing to execute their business plan, including the acquisition and operation or their plants;
• XCF Global’s, Southern Energy’s and their respective managements’ lack of experience in SAF production, SAF facility construction or conversion or production issues or production delays in their facilities;
• variations in price of SAF, renewable fuels, carbon credits or other related commodities that could reduce the price of XCF Global’s and DevvStream’s and Southern Energy’s products;
• feedstock availability for renewable diesel and SAF;
• whether airlines will continue adopting SAF, and if XCF Global’s SAF products will be compatible with existing aircraft;
• risks and uncertainties relating to the demand for SAF and carbon credits and the competitiveness of these markets;
• increased scrutiny of ESG matters, including the completion of certain ESG initiatives;
• unknown liabilities related to future acquisitions;
• whether XCF Global, DevvStream and Southern Energy will be able to follow and implement technological developments in their production processes and facilities;
• whether governments will continue providing incentives for renewable energy projects, including SAF production;
• whether certain carbon credit purchase agreements may be enforced;
• whether the assumptions to determine XCF Global’s, DevvStream’s and Southern Energy’s markets, projections and growth opportunity are accurate;
• whether XCF Global’s, DevvStream and Sothern Energy’s insurance policies are adequate to cover their respective liabilities;
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• risks relating to security incidents or breaches that have occurred in the past or may occur in the future;
• Whether Southern Energy will be able to obtain approval for the issuance of private-activity bonds;
• risks and liabilities relating to the handling of hazardous substances;
• various factors beyond management’s control, including general economic conditions;
• other risks, uncertainties and factors set forth in the section entitled “Risk Factors;”
• certain other risks identified and discussed in XCF Global’s other public filings with the SEC, available on XCF Global’s profile on SEC at www.sec.gov; and
• certain other risks identified and discussed in DevvStream’s other public filings with Canadian securities regulatory authorities, available on DevvStream’s profile on SEDAR+ at www.sedarplus.ca.
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SELECTED HISTORICAL FINANCIAL INFORMATION OF XCF GLOBAL
You should read the following summary historical financial data of XCF Global together with XCF Global’s consolidated financial statements and the related notes included in this joint proxy statement/prospectus and XCF Global’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2025, included in the Annual Report on Form 10-K for the year ended December 31, 2025 and filed with the SEC on March 31, 2026 and XCF Global’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2026, included in the Quarterly Report on Form 10-Q and filed with the SEC on May 15, 2026. The summary consolidated statements of operations and comprehensive income (loss) information for the years ended December 31, 2025 and 2024 and the summary consolidated statements of financial position information as of December 31, 2025 have been derived from XCF Global’s audited consolidated financial statements and related notes included in this joint proxy statement/prospectus. The summary consolidated interim statements of operations and comprehensive income (loss) information for the three months ended March 31, 2026 and 2025 and the summary consolidated interim statements of financial position as of March 31, 2026 have been derived from XCF Global’s unaudited consolidated interim financial statements for the three months ended March 31, 2026. XCF Global’s consolidated financial statements have been prepared in accordance with U.S. GAAP. XCF Global’s historical results are not necessarily indicative of the results it expects in the future and its results for any interim period are not necessarily indicative of results that may be expected for any full year.
XCF Global Consolidated Balance Sheet
|
As of |
As of |
As of |
|||||||
|
ASSETS |
|
|
|
||||||
|
Current assets |
|
|
|
||||||
|
Cash and cash equivalents |
$ |
1,047,539 |
$ |
154,937 |
$ |
407,182 |
|||
|
Restricted cash |
|
4,295 |
|
4,295 |
|
5,824 |
|||
|
Accounts receivable |
|
1,150,086 |
|
24,550,762 |
|
— |
|||
|
Related party receivables |
|
739,917 |
|
739,917 |
|
— |
|||
|
Other receivable |
|
950,000 |
|
1,076,080 |
|
950,000 |
|||
|
Inventory, net |
|
38,752 |
|
337,971 |
|
— |
|||
|
Other current assets |
|
294,465 |
|
784,645 |
|
62,419 |
|||
|
Total current assets |
|
4,225,054 |
|
27,648,607 |
|
1,425,425 |
|||
|
|
|
|
|||||||
|
Security deposit |
|
300,000 |
|
1,500,000 |
|
1,500,000 |
|||
|
Property, plant and equipment |
|
398,438,283 |
|
390,323,968 |
|
351,702,307 |
|||
|
TOTAL ASSETS |
$ |
402,963,337 |
$ |
419,472,575 |
$ |
354,627,732 |
|||
|
|
|
|
|||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
||||||
|
Current liabilities |
|
|
|
||||||
|
Accounts payable |
$ |
29,168,907 |
$ |
40,277,568 |
$ |
8,474,052 |
|||
|
Related party payable |
|
16,701,982 |
|
16,701,982 |
|
38,932,248 |
|||
|
Professional fees payable |
|
— |
|
10,542,379 |
|
— |
|||
|
Loans payable to related party |
|
593,231 |
|
593,231 |
|
2,350,000 |
|||
|
Notes payable, current portion |
|
121,254,888 |
|
121,915,613 |
|
110,304,484 |
|||
|
Warrant liabilities |
|
5,316,300 |
|
751,800 |
|
— |
|||
|
Accrued expenses and other current liabilities |
|
71,802,763 |
|
58,231,865 |
|
20,364,663 |
|||
|
Total current liabilities |
|
244,838,071 |
|
249,014,438 |
|
180,425,447 |
|||
|
Financial liability, net of closing costs |
|
132,815,971 |
|
132,806,188 |
|
132,767,058 |
|||
|
TOTAL LIABILITIES |
$ |
377,654,042 |
$ |
381,820,626 |
$ |
313,192,505 |
|||
14
Table of Contents
|
As of |
As of |
As of |
||||||||||
|
Commitments and contingencies (Note 11) |
|
— |
|
|
— |
|
|
— |
|
|||
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
||||||
|
Preferred stock; $0.0001 par value, 50,000,000 shares authorized; none issued and outstanding as of December 31, 2025, and 2024, respectively |
|
— |
|
|
— |
|
|
— |
|
|||
|
Common Stock; $0.0001 par value, 500,000,000 shares authorized; 206,473,533 and 140,227,818 shares issued and outstanding as of December 31, 2025, and 2024, respectively |
|
29,092 |
|
|
20,646 |
|
|
140,228 |
|
|||
|
Additional paid-in capital |
|
59,818,303 |
|
|
54,356,988 |
|
|
70,313,190 |
|
|||
|
Accumulated deficit |
|
(34,538,100 |
) |
|
(16,725,685 |
) |
|
(29,018,191 |
) |
|||
|
TOTAL STOCKHOLDERS’ EQUITY |
|
25,309,295 |
|
|
37,651,949 |
|
|
41,435,227 |
|
|||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
402,963,337 |
|
$ |
419,472,575 |
|
$ |
354,627,732 |
|
|||
XCF Global Consolidated Statements of Operations
|
Three Months Ended March 31, |
Year Ended December 31, |
|||||||||||||||
|
2026 |
2025 |
2025 |
2024 |
|||||||||||||
|
Revenue |
$ |
348,688 |
|
$ |
— |
|
$ |
20,815,955 |
|
$ |
— |
|
||||
|
Cost of sales |
|
660,938 |
|
|
— |
|
|
24,586,068 |
|
|
— |
|
||||
|
Gross loss |
|
(312,250 |
) |
|
— |
|
|
(3,770,113 |
) |
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
||||||||
|
Operating expenses |
|
3,435,684 |
|
|
1,546,865 |
|
|
7,010,223 |
|
|
2,987,852 |
|
||||
|
General and administrative expenses |
|
3,970,083 |
|
|
3,782,785 |
|
|
22,385,312 |
|
|
18,186,056 |
|
||||
|
Severance expense, net |
|
(14,516 |
) |
|
— |
|
|
19,162,500 |
|
|
— |
|
||||
|
Professional fees |
|
2,634,006 |
|
|
576,635 |
|
|
15,559,033 |
|
|
— |
|
||||
|
Total operating expenses |
|
10,025,257 |
|
|
5,906,285 |
|
|
64,117,068 |
|
|
21,173,908 |
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Loss from operations |
|
(10,337,507 |
) |
|
(5,906,285 |
) |
|
(67,887,181 |
) |
|
(21,173,908 |
) |
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Other income (expense) |
|
|
|
|
|
|
|
|
||||||||
|
Change in the fair value of note payable |
|
(142,858 |
) |
|
(45,000 |
) |
|
4,567,951 |
|
|
— |
|
||||
|
Change in the fair value of loans payable related party |
|
— |
|
|
— |
|
|
(514,709 |
) |
|
— |
|
||||
|
Change in fair value of warrants |
|
(4,564,500 |
) |
|
— |
|
|
209,916,200 |
|
|
— |
|
||||
|
Loss on issuance of debt |
|
— |
|
|
— |
|
|
(138,000 |
) |
|
— |
|
||||
|
Loss on issuance of debt to related party |
|
— |
|
|
— |
|
|
(40,531,000 |
) |
|
— |
|
||||
|
ELOC commitment fees |
|
— |
|
|
— |
|
|
(7,400,000 |
) |
|
— |
|
||||
|
Unrealized loss on derivative asset |
|
— |
|
|
— |
|
|
(16,156,071 |
) |
|
— |
|
||||
|
Realized gain on derivative asset |
|
— |
|
|
— |
|
|
1,316,827 |
|
|
— |
|
||||
|
Interest expense, net |
|
(3,083,569 |
) |
|
(1,498,905 |
) |
|
(9,155,274 |
) |
|
(2,930,889 |
) |
||||
|
Other income (expense), net |
|
316,019 |
|
|
(17,011 |
) |
|
(13,975 |
) |
|
|
|
||||
|
Total other income (expense) |
|
(7,474,908 |
) |
|
(1,560,916 |
) |
|
141,891,949 |
|
|
(2,930,889 |
) |
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net income (loss) |
$ |
(17,812,415 |
) |
$ |
(7,467,201 |
) |
$ |
74,004,768 |
|
$ |
(24,104,797 |
) |
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Income (loss) per common share, basic and diluted(1) |
$ |
(0.07 |
) |
$ |
(0.05 |
) |
$ |
0.52 |
|
$ |
— |
|
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Weighted average number of common shares outstanding, basic and diluted(1) |
|
241,039,943 |
|
|
159,272,518 |
|
|
142,298,067 |
|
|
— |
|
||||
____________
(1) The historical common equity structure was in the form of membership percentages, and no shares were issued. As such, reporting periods prior to the year ended December 31, 2025 will not present share or per share data.
15
Table of Contents
SELECTED HISTORICAL FINANCIAL INFORMATION OF SOUTHERN ENERGY
You should read the following summary historical financial data of Southern Energy together with Southern Energy’s consolidated financial statements and the related notes included elsewhere in this joint proxy statement/prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Southern Energy” section of this joint proxy statement/prospectus. The summary consolidated statements of operations and comprehensive income (loss) information for the period since inception (May 15, 2025) to July 31, 2025, for the six-months ended January 31, 2026 and for the three-months ended January 31, 2026, and the summary consolidated statements of financial position information as of January 31, 2026 and July 31, 2025 have been derived from Southern Energy’s unaudited condensed interim financial statements for the six-months ended January 31, 2026, and the audited consolidated financial statements and related notes included in this joint proxy statement/prospectus. Southern Energy’s historical results are not necessarily indicative of the results that may be expected in the future.
Southern Energy Balance Sheet
|
As of |
As of |
|||||||
|
ASSETS |
|
|
|
|
||||
|
Current assets |
|
|
|
|
||||
|
Prepaid deposit |
$ |
50,000 |
|
$ |
— |
|
||
|
Cash and cash equivalents |
|
— |
|
|
— |
|
||
|
Total current assets |
|
|
|
— |
|
|||
|
|
|
|
|
|||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
||||
|
Current liabilities |
|
|
|
|
||||
|
Loan payable – related party (Note 3) |
$ |
1,185,210 |
|
$ |
175,422 |
|
||
|
Accounts payable – related party (Note 3) |
|
67,292 |
|
|
35,500 |
|
||
|
Accounts payable |
|
44,474 |
|
|
— |
|
||
|
Total current liabilities |
|
1,296,976 |
|
|
210,922 |
|
||
|
|
|
|
|
|||||
|
TOTAL LIABILITIES |
$ |
1,296,976 |
|
$ |
210,922 |
|
||
|
|
|
|
|
|||||
|
Commitments and contingencies (Note 4) |
|
|
|
|
||||
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
||||
|
Common stock, $0.001 par value, 100,000,000 shares authorized, 0 shares issued. (Note 6) |
|
— |
|
|
— |
|
||
|
Accumulated deficit |
|
(1,246,976 |
) |
|
(210,922 |
) |
||
|
TOTAL LIABILITIES |
|
(1,246,976 |
) |
|
210,922 |
|
||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
50,000 |
|
$ |
— |
|
||
Southern Energy Statement of Loss
|
For the |
For the |
For the |
||||||||||
|
Operating expenses |
|
|
|
|
|
|
||||||
|
Legal fees |
$ |
709,782 |
|
$ |
709,782 |
|
$ |
— |
|
|||
|
Consulting fees |
|
188.603 |
|
|
46,479 |
|
|
148,050 |
|
|||
|
General administrative expenses |
$ |
137,669 |
|
$ |
82,224 |
|
$ |
62,872 |
|
|||
|
Total operating expenses |
|
1,036,054 |
|
|
840,485 |
|
|
(210,922 |
) |
|||
|
|
|
|
|
|
|
|||||||
|
Loss from operations |
|
(1,036,054 |
) |
|
(840,485 |
) |
|
(210,922 |
) |
|||
|
|
|
|
|
|
|
|||||||
|
Net loss |
$ |
(1,036,054 |
) |
$ |
(840,485 |
) |
$ |
(210,922 |
) |
|||
16
Table of Contents
SELECTED HISTORICAL FINANCIAL INFORMATION OF DEVVSTREAM
You should read the following summary historical financial data of DevvStream together with DevvStream’s consolidated financial statements and the related notes included in this joint proxy statement/prospectus and DevvStream’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended July 31, 2025, included in the Annual Report on Form 10-K for the year ended July 31, 2025 and filed with the SEC on November 6, 2025 and DevvStream’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended January 31, 2026, included in the Quarterly Report on Form 10-Q and filed with the SEC on March 13, 2026. The summary consolidated statements of operations and comprehensive income (loss) information for the year ended July 31, 2025 and the summary consolidated statements of financial position information as of July 31, 2025 have been derived from DevvStream’s audited consolidated financial statements and related notes included in this joint proxy statement/prospectus. The summary consolidated interim statements of operations and comprehensive income (loss) information for the three months ended January 31, 2026 and the summary consolidated interim statements of financial position as of January 31, 2026 have been derived from DevvStream’s unaudited consolidated interim financial statements for the three and six months ended January 31, 2026. DevvStream’s consolidated financial statements have been prepared in accordance with U.S. GAAP. DevvStream’s historical results are not necessarily indicative of the results it expects in the future and its results for any interim period are not necessarily indicative of results that may be expected for any full year.
DevvStream Consolidated Balance Sheet
|
As at |
January 31, |
July 31, |
July 31, |
||||||
|
ASSETS |
|
|
|
||||||
|
Current assets |
|
|
|
||||||
|
Cash |
$ |
815,707 |
$ |
3,446,111 |
$ |
21,106 |
|||
|
Trade receivable |
|
7,700 |
|
7,360 |
|
— |
|||
|
GST receivable |
|
158,187 |
|
140,646 |
|
85,658 |
|||
|
Corporate taxes receivable |
|
171,573 |
|
171,573 |
|
— |
|||
|
Deferred financing costs |
|
138,720 |
|
138,720 |
|
— |
|||
|
Prepaid expenses |
|
511,149 |
|
175,896 |
|
35,141 |
|||
|
Deposit on carbon credits purchase |
|
123,649 |
|
173,649 |
|
— |
|||
|
Carbon credits |
|
115,128 |
|
83,672 |
|
— |
|||
|
Total current assets |
|
2,041,813 |
|
4,337,627 |
|
141,905 |
|||
|
|
|
|
|||||||
|
Restricted cash |
|
1,279,900 |
|
6,405,000 |
|
— |
|||
|
Cryptocurrencies – restricted |
|
3,052,273 |
|
— |
|
— |
|||
|
Equipment |
|
— |
|
— |
|
953 |
|||
|
Deferred financing costs, long-term |
|
102,995 |
|
172,925 |
|
— |
|||
|
Deposit on carbon credits purchase, long-term |
|
247,754 |
|
247,754 |
|
— |
|||
|
Investment in associate |
|
607,812 |
|
707,989 |
|
— |
|||
|
Total assets |
$ |
7,332,547 |
$ |
11,871,295 |
$ |
142,858 |
|||
|
|
|
|
|||||||
|
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY |
|
|
|
||||||
|
Current liabilities |
|
|
|
||||||
|
Accounts payable and accrued liabilities |
$ |
10,212,784 |
$ |
10,682,665 |
$ |
6,097,902 |
|||
|
Accounts payable and accrued liabilities – related parties |
|
90,318 |
|
794,990 |
|
478,072 |
|||
|
Convertible debentures |
|
8,637,692 |
|
— |
|
— |
|||
|
Mandatory convertible debentures |
|
— |
|
— |
|
127,500 |
|||
|
Convertible debentures – related parties |
|
4,393,363 |
|
375,027 |
|
881,544 |
|||
|
Derivative liabilities |
|
74,000 |
|
72,500 |
|
919,250 |
|||
|
Warrant liabilities |
|
1,868,874 |
|
5,626,473 |
|
— |
|||
|
Stock option liabilities |
|
32,042 |
|
133,465 |
|
— |
|||
|
Stop loss provision liabilities |
|
1,114,575 |
|
1,065,235 |
|
— |
|||
|
Total current liabilities |
|
26,423,648 |
|
18,750,355 |
|
8,504,268 |
|||
17
Table of Contents
|
As at |
January 31, |
July 31, |
July 31, |
|||||||||
|
Convertible debentures, long term |
|
— |
|
|
8,800,339 |
|
|
— |
|
|||
|
Convertible debentures – related parties, long term |
|
184,031 |
|
|
3,914,146 |
|
|
— |
|
|||
|
Total liabilities |
|
26,607,679 |
|
|
31,464,840 |
|
|
8,504,268 |
|
|||
|
|
|
|
|
|
|
|||||||
|
Shareholders’ deficiency |
|
|
|
|
|
|
||||||
|
Common shares (No par value, unlimited common shares authorized; 3,541,668 common shares issued and outstanding) (July 31, 2024 – 1,163,871) |
|
— |
|
|
— |
|
|
— |
|
|||
|
Additional paid in capital |
|
18,429,564 |
|
|
14,174,914 |
|
|
13,321,266 |
|
|||
|
Subscription receivable |
|
(20,000 |
) |
|
(20,000 |
) |
|
— |
|
|||
|
Accumulated other comprehensive income |
|
44,873 |
|
|
45,001 |
|
|
43,553 |
|
|||
|
Deficit |
|
(37,729,569 |
) |
|
(33,793,460 |
) |
|
(21,726,229 |
) |
|||
|
Total shareholders’ deficiency |
|
(19,275,132 |
) |
|
(19,593,545 |
) |
|
(8,361,410 |
) |
|||
|
Total liabilities and shareholders’ deficiency |
$ |
7,332,547 |
|
$ |
11,871,295 |
|
$ |
142,858 |
|
|||
DevvStream Consolidated Statements of Operations and Comprehensive Loss
|
For the six months ended |
For the three months |
For the year ended |
||||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
2025 |
2024 |
|||||||||||||
|
Revenue |
8,143 |
|
— |
|
7,043 |
|
— |
|
25,794 |
|
— |
|
||||||
|
Cost of sales |
(8,657 |
) |
— |
|
(6,773 |
) |
— |
|
(10,187 |
) |
— |
|
||||||
|
Gross profit (loss) |
(514 |
) |
— |
|
270 |
|
— |
|
15,607 |
|
— |
|
||||||
|
|
|
|
|
|
|
|||||||||||||
|
Operating expenses |
|
|
|
|
|
|
||||||||||||
|
Sales and marketing |
196,461 |
|
676,692 |
|
147,423 |
|
404,797 |
|
1,000,073 |
|
481,104 |
|
||||||
|
Depreciation |
— |
|
722 |
|
— |
|
361 |
|
953 |
|
1,771 |
|
||||||
|
General and administrative |
775,443 |
|
391,405 |
|
196,876 |
|
334,070 |
|
964,473 |
|
461,167 |
|
||||||
|
Professional fees |
3,270,853 |
|
6,005,398 |
|
2,107,203 |
|
4,596,025 |
|
8,447,280 |
|
5,656,352 |
|
||||||
|
Salaries and wages |
177,803 |
|
659,344 |
|
182,353 |
|
171,086 |
|
1,593,794 |
|
2,136,124 |
|
||||||
|
Total operating expenses |
(4,420,560 |
) |
(7,733,561 |
) |
(2,633,855 |
) |
(5,506,339 |
) |
(12,006,573 |
) |
(8,736,518 |
) |
||||||
|
|
|
|
|
|
|
|||||||||||||
|
Other income (loss) |
|
|
|
|
|
|
||||||||||||
|
Staking income |
40,245 |
|
— |
|
25,911 |
|
— |
|
— |
|
|
|||||||
|
Interest expense |
(557,771 |
) |
(76,601 |
) |
(286,571 |
) |
(63,861 |
) |
(313,778 |
) |
(29,296 |
) |
||||||
|
Accretion expense |
(468,111 |
) |
(168,945 |
) |
(238,096 |
) |
(124,380 |
) |
(346,424 |
) |
(52,554 |
) |
||||||
|
Change in fair value of derivative liabilities |
(1,500 |
) |
719,000 |
|
— |
|
2,067,350 |
|
719,000 |
|
(845,700 |
) |
||||||
|
Change in fair value of warrant liabilities |
3,757,599 |
|
9,223 |
|
1,474,301 |
|
497,355 |
|
1,728,392 |
|
— |
|
||||||
|
Change in fair value of mandatory convertible debentures |
— |
|
70,500 |
|
— |
|
— |
|
70,500 |
|
(27,500 |
) |
||||||
|
Impairment of carbon |
(12,968 |
) |
(1,207,800 |
) |
(12,968 |
) |
(1,207,800 |
) |
(1,224,060 |
) |
— |
|
||||||
|
Stop-loss provision loss |
(49,340 |
) |
(1,024,713 |
) |
(19,810 |
) |
(1,024,713 |
) |
(1,065,235 |
) |
— |
|
||||||
|
Equity loss on investment in associate |
(100,177 |
) |
(106,850 |
) |
(10,610 |
) |
(106,850 |
) |
(512,011 |
) |
— |
|
||||||
|
Gain on share settlement |
— |
|
899,015 |
|
— |
|
907,392 |
|
— |
|
— |
|
||||||
|
Gain on settlement of debt |
17,007 |
|
— |
|
— |
|
— |
|
899,015 |
|
— |
|
||||||
18
Table of Contents
|
For the six months ended |
For the three months |
For the year ended |
||||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
2025 |
2024 |
|||||||||||||
|
Loss on revaluation of cryptocurrencies |
(2,113,072 |
) |
— |
|
(1,689,591 |
) |
— |
|
— |
|
— |
|
||||||
|
Foreign exchange |
(26,947 |
) |
6,672 |
|
(23,544 |
) |
4,220 |
|
(31,664 |
) |
(107,634 |
) |
||||||
|
Net loss before income taxes |
(3,936,109 |
) |
(8,614,060 |
) |
(3,414,563 |
) |
(4,557,626 |
) |
(12,067,231 |
) |
(9,799,202 |
) |
||||||
|
|
|
|
|
|
|
|||||||||||||
|
Current income |
— |
|
— |
|
— |
|
— |
|
— |
|
(72,546 |
) |
||||||
|
Net loss |
(3,936,109 |
) |
(8,614,060 |
) |
(3,414,563 |
) |
(4,557,626 |
) |
(12,067,231 |
) |
(9,871,748 |
) |
||||||
|
|
|
|
|
|
|
|||||||||||||
|
Other comprehensive income |
|
|
|
|
|
|
||||||||||||
|
Foreign currency |
(128 |
) |
1,808 |
|
(224 |
) |
313 |
|
1,448 |
|
127,123 |
|
||||||
|
Net loss and comprehensive loss |
(3,936,237 |
) |
(8,612,252 |
) |
(3,414,787 |
) |
(4,557,313 |
) |
(12,065,783 |
) |
(9,744,625 |
) |
||||||
|
|
|
|
|
|
|
|||||||||||||
|
Weighted average number of common shares outstanding – Basic and Diluted |
4,005,252 |
|
1,932,110 |
|
4,256,901 |
|
2,699,104 |
|
2,521,627 |
|
1,162,984 |
|
||||||
|
|
|
|
|
|
|
|||||||||||||
|
Loss per share – Basic and Diluted |
(0.98 |
) |
(4.46 |
) |
(0.80 |
) |
(1.69 |
) |
(4.79 |
) |
(8.49 |
) |
||||||
19
Table of Contents
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following table shows summary unaudited pro forma consolidated combined financial information regarding the financial condition and results of operations of the combined company after giving effect to the Business Combination. The summary unaudited pro forma consolidated combined balance sheets as of March 31, 2026 combines the historical consolidated balance sheets of XCF Global, DevvStream and Southern Energy giving effect to the Business Combination as if it had occurred on March 31, 2026.
The summary unaudited pro forma consolidated combined financial information has been derived from and should be read in conjunction with the more detailed unaudited pro forma consolidated combined financial statements of the combined company included elsewhere in this joint proxy statement/prospectus and the accompanying notes to those unaudited pro forma consolidated combined financial statements. See section titled “Unaudited Pro Forma Condensed Combined Financial Statements.”
The summary unaudited pro forma condensed combined financial statements were based on and should be read in conjunction with the historical consolidated financial statements and related notes of XCF Global, DevvStream and Southern Energy for the applicable periods, which have been included elsewhere in this joint proxy statement/prospectus.
The summary unaudited pro forma combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had such transactions occurred as of the dates indicated. In addition, the unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 22 of this joint proxy statement/prospectus. The unaudited pro forma combined financial statements do not reflect the impacts of any potential operational efficiencies, revenue enhancements, cost savings or economies of scale that the combined company may achieve as a result of the Business Combination.
|
Presented in $ |
|||
|
As of |
|||
|
Unaudited Pro Forma Combined Balance Sheet |
|
||
|
Total assets |
$ |
485,171,641 |
|
|
Total liabilities |
|
347,106,478 |
|
|
Net assets |
|
111,065,163 |
|
|
For the |
||||
|
Unaudited Pro Forma Combined Statement of Operations |
|
|
||
|
Revenue |
$ |
355,731 |
|
|
|
Total operating expenses |
|
(14,270,076 |
) |
|
|
Gross loss |
|
(311,980 |
) |
|
|
Net loss |
|
(22,318,320 |
) |
|
|
Basic and diluted loss per share |
|
(0.05 |
) |
|
20
Table of Contents
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY
XCF Global Common Shares
The closing price of XCF Global Common Shares on Nasdaq on April 10, 2026, the last trading day before the public announcement of the BCA, was $0.81 per share. The closing price of XCF Global Common Shares on Nasdaq on , the last practicable trading day prior to the distribution of this joint proxy statement/prospectus, was $ .
The market price of XCF Global Common Shares is subject to fluctuation. You should anticipate that the market value of the XCF Global Common Shares that you will be entitled to receive under the Business Combination may increase or decrease. You are urged to obtain current market quotations for XCF Global Common Shares and to review carefully the other information contained in this joint proxy statement/prospectus or documents filed with the SEC. For additional information, please see the section titled “Where You Can Find More Information” beginning on page 331 of this joint proxy statement/prospectus.
XCF Global intends to retain future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be at the discretion of the XCF Global Board, which may take into account a variety of factors, including, among others, its financial condition, results of operations, capital requirements and business prospects, restrictions contained in future agreements and financing instruments and such other factors as the XCF Global Board deems relevant. As a result, you may not receive any return on investment in XCF Global Common Shares unless you sell your XCF Global Common Shares for a price greater than that which you paid for it.
DevvStream Common Shares
The closing price of DevvStream common shares on Nasdaq on April 10, 2026, the last trading day before the public announcement of the BCA, was $0.64 per share. The closing price of DevvStream common shares on Nasdaq on , the last practicable trading day prior to the distribution of this joint proxy statement/prospectus, was $ .
The market price of DevvStream common shares is subject to fluctuation. For additional information, please see the section titled “Where You Can Find More Information” beginning on page 331 of this joint proxy statement/prospectus.
DevvStream has never declared or paid dividends on its capital stock. DevvStream currently intends to retain all available funds and future earnings and does not anticipate declaring or paying any cash dividends in the foreseeable future. DevvStream may enter into credit agreements or other borrowing arrangements in the future that will restrict its ability to declare or pay cash dividends or make distributions on its capital stock. Any future determination regarding the declaration and payment of dividends on DevvStream common shares will be at the discretion of the DevvStream Board and will depend on then-existing conditions, including DevvStream’s results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the DevvStream Board deems relevant.
Southern Energy Capital Stock
None of Southern Energy’s shares are listed or traded publicly. Southern Energy is a privately held company and there is no established public trading market for its securities.
Southern Energy had 100,000,000 issued and outstanding shares of Southern Energy common stock as of June 1, 2026.
Comparative Per Share Market Price
The following table sets forth the closing sale prices per XCF Global Common Share and DevvStream common share on April 10, 2026 on Nasdaq, the last full trading day immediately preceding the public announcement of the BCA and on , the latest practicable date prior to the date of this joint proxy statement/prospectus. Southern Energy is a privately held company and there is no established public trading market for its securities.
|
XCF Global |
DevvStream |
Southern |
||||||
|
Nasdaq |
Nasdaq |
- |
||||||
|
April 10, 2026 |
$ |
0.81 |
$ |
0.64 |
N/A |
|||
|
$ |
$ |
N/A |
||||||
21
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RISK FACTORS
Investing in XCF Global and XCF Global Common Shares involves a high degree of risk. In addition to the other information included in this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page vii, you should carefully consider the risks described below before deciding whether to invest in XCF Global and XCF Global Common Shares, including the risk factors associated with each of the businesses of DevvStream and Southern Energy, because these risk factors may affect the operations and financial results of XCF Global. In addition, you should read and consider XCF Global’s risk factors that may be found in its Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent filings with the SEC and DevvStream’s risk factors that may be found in its Annual Report on Form 10-K for the year ended July 31, 2025 and any subsequent filings with the SEC. Furthermore, you should read and consider the other information in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 331 for additional information. Additional risks and uncertainties not presently known to XCF Global, DevvStream or Southern Energy or that are not currently believed to be important also may adversely affect the Business Combination and XCF Global following the Business Combination.
Risks Relating to the Business Combination
The BCA may be terminated in accordance with its terms and the Business Combination may not be consummated.
The completion of the Business Combination is subject to the satisfaction or waiver of a number of conditions. Those conditions include, but are not limited to: (a) the stockholders of XCF Global have authorized and adopted the resolutions to be put before the XCF Global stockholders authorizing the issuance of XCF Global Common Shares in connection with the Business Combination and any other matters required to be approved by XCF Global stockholders in order to consummate the Business Combination; (b) the shareholders of DevvStream have passed the resolutions to be put before the DevvStream shareholders authorizing the Domestication, the DevvStream Merger and the BCA; (c) the absence of any law or order that makes the Business Combination or the Domestication illegal or otherwise prohibits or enjoins the parties from consummating the same; (d) the parties to the BCA have received the requisite regulatory approvals; (e) the receipt of applicable stock exchange listing approvals; (f) the registration statement of which this joint proxy statement/prospectus forms a party shall have been declared effective by the U.S. Securities and Exchange Commission (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 XCF Global Common Shares or DevvStream common shares. The approval of the Southern Energy shareholders is not a condition to consummate the Business Combination because the Southern Energy shareholders authorized and approved the Business Combination prior to Southern Energy executing the BCA.
No assurance can be given that the required conditions to closing will be satisfied. Any delay in completing the Business Combination could cause XCF Global not to realize or to be delayed in realizing, some or all of the benefits that XCF Global, DevvStream and Southern Energy expect to achieve if the Business Combination are successfully completed within their expected time frame.
In addition, if the Business Combination is not completed by the Outside Date, subject to certain limitations, either XCF Global, DevvStream or Southern Energy may choose not to proceed with the Business Combination and the parties can mutually decide to terminate the BCA at any time prior to the consummation of the Business Combination. In addition, XCF Global, DevvStream or Southern Energy may elect to terminate the BCA in certain other circumstances. If the BCA is terminated, XCF Global, DevvStream and Southern Energy may incur substantial fees in connection with termination of the BCA, including a potential termination fee in certain circumstances and will not recognize the anticipated benefits of the Business Combination. See “The Business Combination — Termination of the BCA” beginning on page 79 of this joint proxy statement/prospectus.
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.
Before the Business Combination contemplated by the BCA can be completed, various approvals must be obtained from regulatory agencies in the United States and Canada. In deciding whether to grant these approvals, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay receipt of required approvals.
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Table of Contents
The terms of the approvals that are granted may impose conditions, limitations, obligations or costs or place restrictions on the conduct of XCF Global’s, DevvStream’s or Southern Energy’s business or require changes to the terms of the transactions contemplated by the BCA and the corporate governance updates. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the Business Combination contemplated by the BCA and the corporate governance updates, imposing additional material costs on or otherwise reducing the anticipated benefits of the Business Combination if the Business Combination are consummated successfully within the expected timeframe. Nor can there be any assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Business Combination. Additionally, the completion of the Business Combination is conditioned on the absence of certain orders or injunctions issued by any court of competent jurisdiction or other legal restraints that would prohibit or make illegal the consummation of any of the transactions contemplated by the BCA.
Termination of the BCA could negatively impact XCF Global, DevvStream and/or Southern Energy.
The BCA contains rights to terminate the Business Combination by either XCF Global, DevvStream or Southern Energy. For more information, see “The Business Combination — Termination of the BCA”. If the BCA is terminated in accordance with its terms and the Business Combination are not consummated, the ongoing businesses of XCF Global, DevvStream and Southern Energy may be adversely affected by a variety of factors. XCF Global’s, DevvStream’s and Southern Energy’s respective businesses may be adversely impacted by the failure to pursue other beneficial opportunities during the pendency of the Business Combination, by the failure to obtain the anticipated benefits of completing the Business Combination, by payment of certain costs relating to the Business Combination and by the focus of their respective managements on the Business Combination for an extended period of time rather than on management opportunities or other issues. The market price of XCF Global Common Shares and DevvStream common shares might decline as a result of any such failures to the extent that the current market prices reflect a market assumption that the Business Combination will be completed.
DevvStream will owe a termination fee of $510,000 to XCF Global if (a) XCF Global or Southern Energy terminates the BCA due to DevvStream changing its board recommendation, (b) DevvStream terminates the BCA to enter into a Superior Proposal (as defined in the BCA) or (c) within 12 months after termination of the BCA for certain reasons (such as a breach by DevvStream, failure to obtain approval of the proposals presented at the DevvStream Special Meeting or reaching the Outside Date (as defined in the BCA)), DevvStream consummates or enters into a definitive agreement for an acquisition proposal that was made known prior to termination. XCF Global will owe a termination fee of $510,000 to DevvStream and $1,190,000 to Southern Energy if (a) DevvStream or Southern Energy terminates the BCA due to XCF Global changing its board recommendation, (b) XCF Global 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 XCF Global, failure to obtain approval of the proposals presented at the XCF Global Special Meeting or reaching the Outside Date), XCF Global consummates or enters into a definitive agreement for an acquisition proposal that was made known prior to termination. The parties to the BCA acknowledge that no termination fee will be owed if either of DevvStream or XCF Global validly terminate the BCA due to the failure to obtain the DevvStream fairness opinion or the XCF Global fairness opinion, respectively, as provided in the BCA. For more information, see “The Business Combination — Termination of the BCA — Termination Fee and Reimbursement”.
XCF Global, DevvStream and/or Southern Energy may also be negatively impacted if the BCA is terminated and their respective boards seek but are unable to find another business combination or strategic transaction offering equivalent or more attractive consideration than the consideration to be provided in the Business Combination or if the respective companies become subject to litigation related to entering into or failing to consummate the Business Combination, including direct actions by XCF Global stockholders, DevvStream shareholders or Southern Energy shareholders, as applicable, against the directors and/or officers of XCF Global, DevvStream or Southern Energy for breaches of fiduciary duty or derivative actions brought by XCF Global, DevvStream or Southern Energy shareholder in the name of the respective companies.
23
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XCF Global’s and DevvStream’s directors and executive officers have interests in the Business Combination that may be different from or in addition to, the interests of XCF Global stockholders and DevvStream shareholders generally.
When considering the recommendations of the XCF Global Board and the Special Committee to the DevvStream Board with respect to the proposals described in this joint proxy statement/prospectus, XCF Global stockholders and DevvStream shareholders should be aware that the directors and executive officers of each of XCF Global, DevvStream and Southern Energy may have interests in the Business Combination and have arrangements that are different from or in addition to, those of their respective securityholders generally. These interests and arrangements include the continued employment of certain executive officers of XCF Global by XCF Global or its subsidiaries, the continued employment of certain executive officers of DevvStream by DevvStream or its subsidiaries, the continued service of certain independent directors of XCF Global and DevvStream as directors of XCF Global or its subsidiaries and DevvStream or its subsidiaries, the treatment in the Business Combination of outstanding equity, other equity-based and incentive awards, other compensation and benefit arrangements, including potential severance payments for certain officers upon termination and the right to continued indemnification and insurance coverage for former XCF Global directors and officers by XCF Global and/or former DevvStream directors and officers by DevvStream.
In particular, certain stakeholders in XCF Global, DevvStream and Southern Energy have overlapping interests, including:
• Focus Impact Partners, which is owned 50% each by Wray Thorn and Carl Stanton provides certain consulting services to XCF Global and DevvStream pursuant to strategic consulting agreements;
• Mr. Thorn, who may serve on the board of XCF Global following the Business Combination, currently serves on the boards of directors of both XCF Global and DevvStream;
• Mr. Stanton, who may serve on the board of XCF Global following the Business Combination, is the chairman of the DevvStream board and was previously a board observer for XCF Global; and
• EEME and GL (which are owned by Majique Ladnier) are a significant equity investors in each of the three companies, including owning 100% of the Southern Energy equity. In addition, Ms. Ladnier is Southern Energy’s President and sole director.
XCF Global stockholders and DevvStream shareholders should be aware of these interests when they consider voting or consenting, as applicable, to approve and adopt the BCA.
The XCF Global Board and the Special Committee to the DevvStream Board were aware of these interests and considered these interests, among other matters, when they approved and declared advisable the BCA and the Business Combination contemplated by the BCA on the terms and subject to the conditions set forth in the BCA and recommend that XCF Global stockholders and DevvStream shareholders approve the BCA. The interests of XCF Global’s and DevvStream’s directors and executive officers are described in more detail in the sections of this joint proxy statement/prospectus titled “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination” beginning on page 292 of this joint proxy statement/prospectus.
Southern Energy may be unable to obtain approval for the issuance of private-activity bonds.
As a condition to the Business Combination, Southern Energy must obtain approval by the State of Louisiana to issue bonds in an aggregate principal amount of at least $400 million. Southern Energy intends on receiving $402 million in financing from the State of Louisiana via the issuance of private-activity bonds issued by the LCDA. To date, however, Southern Energy has not received approval from the LCDA for these bonds. If Southern Energy does not receive this approval, or the approval is received later than Southern Energy expects, completion of the Business Combination may be delayed or may not be achieved in the near term or at all.
Following the consummation of the business combination, EEME will own a significant portion of our equity and its and its affiliates’ interests may conflict with ours or yours in the future.
Following the consummation of the business combination, EEME and its affiliates will own a significant portion of the voting power of our capital stock. For so long as EEME continues to have voting power over a significant percentage of our capital stock, even if such amount is less than 50%, it will still be able to significantly influence the
24
Table of Contents
composition of our board of directors and the approval of actions requiring stockholder approval. Accordingly, EEME and its affiliates will have significant influence with respect to our board of directors, management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as EEME and its affiliates continue to beneficially own a significant percentage of our capital stock, they may be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.
XCF Global, DevvStream and Southern Energy will incur significant costs in connection with the Business Combination.
XCF Global, DevvStream and Southern Energy have incurred and expect to incur a number of non-recurring costs associated with the Business Combination. These costs and expenses include fees paid to financial, legal and accounting advisors, potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by XCF Global, DevvStream and Southern Energy regardless of whether the Business Combination are completed. There are also a large number of processes, policies, procedures, operations, technologies and systems that may or must be integrated in connection with the Business Combination and the integration of the parties’ businesses. While each of XCF Global, DevvStream and Southern Energy has assumed that a certain level of expenses would be incurred in connection with transactions contemplated by the BCA, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.
There may also be additional unanticipated significant costs in connection with the Business Combination that XCF Global may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income XCF Global, DevvStream and Southern Energy expect to achieve from the Business Combination. Although XCF Global, DevvStream and Southern Energy expect that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.
The failure to integrate DevvStream’s business and Southern Energy’s business successfully in the expected time frame could adversely affect XCF Global’s future results.
The success of the Business Combination will depend, in large part, on the parties’ ability to realize the anticipated benefits from combining DevvStream’s business with Southern Energy’s business with XCF Global’s business. A successful integration will require focusing a substantial amount of resources and management attention to the integration process, which may divert resources and focus from the development and operation of DevvStream’s and Southern Energy’s regular business operations. XCF Global’s business or results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur before the closing of the Business Combination. The integration process is subject to a number of risks and uncertainties and no assurance can be given as to the realization of anticipated benefits in full or in part or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could result in increased costs and could adversely affect XCF Global’s future business, financial conditions, operating results and prospects.
Potential difficulties that may be encountered in the integration process include the following:
• challenges and difficulties associated with managing the larger, more complex, combined company;
• conforming standards, controls, procedures and policies and compensation structures among the companies;
• retaining and integrating talent from the three companies, including key employees, while maintaining focus on expanding and maintaining the business;
• consolidating corporate and administrative infrastructures;
• coordinating geographically dispersed organizations;
• addressing possible differences in business backgrounds, corporate cultures and management philosophies;
25
Table of Contents
• potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Business Combination;
• effecting potential actions that may be required in connection with obtaining regulatory approvals;
• performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the Business Combination and integrating the companies’ operations; and
• difficulties in delivering on XCF Global’s strategy, including the ability of the Business Combination to accelerate growth in the combined business.
XCF Global’s, DevvStream’s and Southern Energy’s business relationships may be subject to disruption due to uncertainty associated with the Business Combination, which could have an adverse effect on XCF Global’s, DevvStream’s and Southern Energy’s results of operations, cash flows and financial position.
Parties with which XCF Global, DevvStream and Southern Energy do business may experience uncertainty associated with the Business Combination, including with respect to current or future business relationships with XCF Global, DevvStream, Southern Energy or the combined company following the completion of the Business Combination. XCF Global’s, DevvStream’s and Southern Energy’s relationships may be subject to disruption as persons with whom XCF Global, DevvStream and/or Southern Energy have a business relationship may have concerns about a larger, more international organization or otherwise and may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with XCF Global, DevvStream or Southern Energy, as applicable or consider entering into business relationships with parties other than XCF Global, DevvStream or Southern Energy. These disruptions could have a material adverse effect on the results of operations, cash flows and financial position of XCF Global, DevvStream, Southern Energy or DevvStream following the completion of the Business Combination, including an adverse effect on the parties’ ability to realize the expected benefits of the Business Combination. The risk and adverse effect, of any disruption could be exacerbated by a delay in the completion of or failure to complete the Business Combination.
XCF Global, DevvStream and Southern Energy will be subject to certain contractual restrictions while the Merger is pending.
The BCA restricts each of XCF Global, DevvStream and Southern Energy from making certain acquisitions and divestitures, entering into certain contracts, incurring certain indebtedness and expenditures, paying dividends, repurchasing or issuing securities outside of existing share repurchase and equity award programs and taking other specified actions until the earlier of the completion of the Business Combination or the termination of the BCA without the consent of the other party. These restrictions may prevent XCF Global, DevvStream and Southern Energy from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the Business Combination could be exacerbated by any delays in consummation of the Business Combination or the termination of the BCA. See “The Business Combination — Merger Representations, Warranties and Covenants” beginning on page 78.
Uncertainties associated with the Business Combination may cause a loss of management personnel and other key employees and XCF Global, DevvStream and Southern Energy may have difficulty attracting and motivating management personnel and other key employees, which could adversely affect the future businesses and operations of XCF Global, DevvStream and Southern Energy.
The success of the Business Combination will depend in part on the retention of personnel critical to the business and operations of XCF Global due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense.
Current and prospective employees of XCF Global, DevvStream and Southern Energy may experience uncertainty about their future role with XCF Global, DevvStream and Southern Energy until strategies with regard to these employees are announced or executed, which may impair XCF Global’s, DevvStream’s and Southern Energy’s ability to attract, retain and motivate key personnel prior to and following the Business Combination. Employee retention may be particularly challenging during the pendency of the Business Combination, as employees of XCF Global, DevvStream and Southern Energy may experience uncertainty about their future roles with XCF Global. If XCF
26
Table of Contents
Global, DevvStream and Southern Energy are unable to retain personnel, XCF Global, DevvStream and Southern Energy could face disruptions in their operations, loss of existing business partners, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Business Combination.
If key employees of XCF Global, DevvStream or Southern Energy depart, XCF Global may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of XCF Global, DevvStream or Southern Energy and XCF Global’s ability to realize the anticipated benefits of the Business Combination may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with integrating employees into XCF Global. Accordingly, no assurance can be given that XCF Global will be able to attract or retain key employees of DevvStream or Southern Energy to the same extent that those companies have been able to attract or retain their own employees in the past.
The Business Combination and the integration of DevvStream and Southern Energy may subject XCF Global to certain liabilities associated with DevvStream and Southern Energy or liabilities that may arise in connection with the completion of the Business Combination, as there has been no public market for Southern Energy capital stock and the lack of a public market makes it difficult to determine the fair market value of Southern Energy.
The Business Combination and the integration of DevvStream and Southern Energy with XCF Global may pose special risks, including write-offs or restructuring charges, unanticipated costs and the loss of key employees. There can be no assurance that the integration will be accomplished effectively or in a timely manner. In addition, the Business Combination and the integration of DevvStream and Southern Energy will subject XCF Global to liabilities that may exist at DevvStream or Southern Energy or may arise in connection with the completion of the Business Combination, some of which may be unknown. Although DevvStream and Southern Energy advisers have conducted due diligence on the operations of DevvStream and Southern Energy, there can be no guarantee that XCF Global is aware of all liabilities of DevvStream and Southern Energy. These liabilities and any additional risks and uncertainties related to the Business Combination not currently known to XCF Global or that XCF Global may currently deem immaterial or unlikely to occur, could negatively impact XCF Global’s, DevvStream’s or Southern Energy’s business, financial condition and results of operations, including profitability. Further, DevvStream’s and Southern Energy’s business is different in certain ways from XCF Global’s and DevvStream’s and Southern Energy’s results of operations may as a result be affected by factors that differ from those currently affecting XCF Global’s results of operations.
Additionally, the outstanding shares of Southern Energy capital stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair market value of Southern Energy than if the outstanding shares of Southern Energy capital stock were traded publicly. The value ascribed to Southern Energy capital stock in other contexts, including in private valuations or financings, may not be indicative of the price at which the outstanding shares of Southern Energy capital stock may have traded if they were traded on a public market. The consideration to be paid to Southern Energy shareholder in the Business Combination was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Southern Energy capital stock may have traded if they were traded on a public market.
The Business Combination may be treated as a taxable exchange for U.S. federal income tax purposes.
DevvStream intends that the Domestication occurring pursuant to the Business Combination be treated as an exchange that qualifies under Section 368(a)(1)(F) of the Code. XCF Global, DevvStream and Southern Energy each intends that the share exchanges occurring pursuant to the Business Combination be treated as an exchange by DevvStream shareholders and Southern Energy shareholders, respectively, that qualifies under Section 368(a) of the Code. If such transactions occurring pursuant to the Business Combination were to so qualify, then neither gain nor loss generally will be recognized by DevvStream and Southern Energy shareholders that are “United States persons” (within the meaning of the Code) except as described below in “Certain U.S. Federal Income Tax Consequences”. However, neither the Domestication nor any Merger constituting the rest of the Business Combination is conditioned on the issuance of an IRS ruling or the receipt of an opinion of counsel that any such transactions occurring pursuant to the Business Combination will qualify as such. Neither DevvStream nor Southern Energy has requested and neither intends to request, any ruling from the IRS or any opinion as to the U.S. federal income tax consequences of the Domestication or the rest of the Business Combination. Consequently, no assurance can be given that the IRS will not assert or that a court would not sustain, a position contrary to the parties’ position that the share exchanges
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occurring pursuant to the Business Combination qualify under Section 368(a) of the Code. Accordingly, if there is a final determination that the share exchanges in the Domestication (in the case of DevvStream shareholders) or any of the share exchanges in the Mergers are a taxable exchange for United States federal income tax purposes, then a DevvStream or Southern Energy shareholder that is a “United States person” (within the meaning of the Code) that exchanges shares in the Domestication or the respective Merger would generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the fair market value (determined as of the Effective Time) of the XCF Global Common Shares received and (ii) the shareholder’s adjusted tax basis in the shares of DevvStream and Southern Energy exchanged therefor, as applicable.
For a more complete discussion of the United States federal income tax consequences of the Domestication and the mergers (including consequences, if any, to non-U.S. holders), see the section entitled “Certain U.S. Federal Income Tax Consequences” beginning on page 120 of this joint proxy statement/prospectus.
Litigation may be instituted against XCF Global, members of the XCF Global Board, DevvStream, members of the DevvStream Board, Southern Energy, members of the Southern Energy Board of Directors and Merger Subs challenging the Business Combination and adverse judgments in these lawsuits may prevent the Business Combination from becoming effective within the expended timeframe or at all.
Lawsuits in connection with the Business Combination may be filed against XCF Global, DevvStream, Southern Energy, Merger Subs and/or their respective directors and officers, as applicable, which could prevent or delay the consummation of the Business Combination and result in additional costs to XCF Global, DevvStream and Southern Energy. The ultimate resolution of any lawsuits cannot be predicted with certainty and an adverse ruling in any such lawsuit may cause the Business Combination to be delayed or not to be completed, which could cause XCF Global, DevvStream and Southern Energy not to realize some or all of the anticipated benefits of the Business Combination. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination are consummated may adversely affect XCF Global’s business, financial condition, results of operations and cash flows. XCF Global, DevvStream and Southern Energy cannot currently predict the outcome of or reasonably estimate the possible loss or range of loss from any such lawsuits or claims.
The Business Combination may be completed even though material adverse changes may result from the announcement of the Business Combination, industry-wide changes or other causes.
In general, either party can refuse to complete the Business Combination if there is a material adverse effect affecting the other party prior to the closing of the Business Combination. However, some types of changes that would result in a material adverse effect of either party are excluded from the definition of a Material Adverse Effect according to the BCA and do not permit either party to refuse to complete the Business Combination. If such adverse changes occur but XCF Global, DevvStream and Southern Energy still complete the Business Combination, the market price of XCF Global Common Shares may suffer. For a more complete discussion of what constitutes a Material Adverse Effect in respect of XCF Global, Southern Energy or DevvStream under the BCA, see the section titled “The Business Combination — Conditions to the Completion of the Business Combination” beginning on page 78 of this joint proxy statement/prospectus.
XCF Global, DevvStream or Southern Energy may waive one or more of the closing conditions without re-soliciting stockholder and/or shareholder approval.
XCF Global, DevvStream or Southern Energy may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the Business Combination. XCF Global, DevvStream and Southern Energy currently expect to evaluate the materiality of any waiver and its effect on their respective securityholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus, in the case of XCF Global or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the Business Combination or as to re-soliciting stockholder and/or shareholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by XCF Global, DevvStream or Southern Energy, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.
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XCF Global, DevvStream and Southern Energy are subject to business uncertainties while the Business Combination are pending.
Uncertainty about the completion or effect of the Business Combination may affect the relationship between XCF Global, DevvStream and Southern Energy and their respective suppliers, customers, distributors, licensors and licensees and may have an adverse effect on XCF Global, DevvStream and Southern Energy and consequently on XCF Global. This uncertainty may cause strategic partners or others that deal with XCF Global, DevvStream and Southern Energy to delay or defer entering into contracts with XCF Global, DevvStream and Southern Energy or making other decisions concerning XCF Global, DevvStream and Southern Energy or seek to change or cancel existing business relationships with XCF Global, DevvStream or Southern Energy, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have a material adverse effect on the respective businesses of XCF Global, DevvStream and Southern Energy, regardless of whether the Business Combination are ultimately completed.
Third parties may terminate or alter existing contracts or relationships or with XCF Global, DevvStream or Southern Energy.
Each of XCF Global, DevvStream and Southern Energy has contracts with customers, vendors, distributors, landlords, licensors, lenders and other business partners which may require XCF Global, DevvStream or Southern Energy, as applicable, to obtain consent from these other parties in connection with the Business Combination. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which XCF Global, DevvStream and/or Southern Energy currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either or both parties in anticipation of the Business Combination or with the combined company following the Business Combination. The pursuit of such rights may result in XCF Global, DevvStream or Southern Energy suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and may lose rights that are material to its business. Any such disruptions could limit XCF Global’s ability to achieve the anticipated benefits of the Business Combination. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Business Combination or the termination of the BCA.
The BCA limits each party’s ability to pursue alternatives to the Business Combination and contains provisions that could affect the decisions of a third party considering making an alternative acquisition proposal to each party.
The BCA prohibits XCF Global, DevvStream and Southern Energy from soliciting, initiating or encouraging alternative proposals with respect to a merger, acquisition or business combination from any third party. Under the terms of the BCA, XCF Global, DevvStream and Southern Energy may, in certain circumstances, communicate and discuss with a third party regarding a superior proposal. Under specified circumstances, upon termination of the BCA in connection with a superior proposal, DevvStream may be required to pay XCF Global a termination fee of $510,000 and upon termination of the BCA in connection with a superior proposal, XCF Global may be required to pay DevvStream a termination fee of $510,000 and Southern Energy a termination fee of $1,190,000. These provisions could affect the decision by a third party to make a competing acquisition proposal, including the structure, pricing and terms proposed by a third party seeking to acquire or merge with parties to the BCA.
The market price of XCF Global Common Shares may be volatile and XCF Global stockholders could lose a significant portion of their investment due to drops in the market price of XCF Global Common Shares following completion of the Business Combination.
The market price of XCF Global Common Shares may be volatile and following completion of the Business Combination, XCF Global stockholders may not be able to resell their XCF Global Common Shares at or above the price at which they acquired the XCF Global Common Shares pursuant to the BCA or otherwise due to fluctuations in its market price, including changes in price caused by factors unrelated to the combined company’s operating performance or prospects.
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Specific factors that may have a significant effect on the market price for XCF Global Common Shares include, among others, the following:
• changes in stock market analyst recommendations or earnings estimates regarding the combined company’s common stock, other companies comparable to it or companies in the industries they serve;
• actual or anticipated fluctuations in the combined company’s operating results or future prospects;
• reaction to public announcements by the combined company;
• strategic actions taken by the combined company or its competitors, such as any contemplated business separation, acquisitions or restructurings;
• failure of the combined company to achieve the perceived benefits of the Business Combination, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts;
• adverse conditions in the financial market or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and
• sales of common stock by the combined company, members of its management team or significant shareholders.
XCF Global may issue additional XCF Global Common Shares through future offerings, in satisfaction of certain required payments or other obligations in connection with future acquisitions or similar transactions and/or through the exercise or settlement of equity incentives exercisable for XCF Global Common Shares.
XCF Global may from time to time, whether in the ordinary course of business or otherwise, undertake offerings from treasury of the XCF Global Common Shares or other offerings of securities convertible and/or exchangeable into XCF Global Common Shares and it may enter into acquisition agreements, joint venture agreements or similar agreements under which it may issue XCF Global Common Shares in satisfaction of certain required payments or other obligations. Pursuant to the XCF Global equity incentive plan, XCF Global may grant in the future additional equity incentives to eligible participants which may cause existing shareholders to experience dilution of their ownership interests. XCF Global cannot predict the size of any future issuances of XCF Global Common Shares, the requirement for financing alternatives or opportunities (which will remain at the discretion of the XCF Global Board and management team) or the effect that future issuances and sales of XCF Global Common Shares may have on the market price of XCF Global Common Shares. Issuance of a substantial number of additional XCF Global Common Shares or securities convertible and/or exchangeable for XCF Global Common Shares or the potential for such issuances, may adversely affect prevailing market prices for XCF Global Common Shares. With any additional issuance of XCF Global Common Shares, investors may suffer dilution (in some cases which may be material dilution, depending on the quantum of XCF Global Common Shares that are issued or issuable) to their overall voting power and XCF Global may experience dilution in its earnings per share.
Because DevvStream is currently incorporated under the laws of the Province of Alberta, DevvStream shareholders may face difficulties in protecting their interests and their ability to protect their rights through the U.S. Federal courts may be limited.
DevvStream is currently incorporated under the laws of Alberta, Canada, and some or all of DevvStream’s assets, as well as certain of its directors and officers, reside outside of the United States. As a result, it may be difficult for U.S. investors to realize in the United States upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws. Similarly, certain directors of our reside outside of Canada. Consequently, it may not be possible for Canadian investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process. Furthermore, it may be difficult to realize upon or enforce in Canada any judgment of a court of Canada against the directors of the Company who reside outside of Canada since a substantial portion of the assets of such person may be located outside of Canada.
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Risks Relating to the Combined Business
Whether or not the Business Combination are completed, the announcement and pendency of the Business Combination will divert significant management resources to complete the Business Combination, which could have an adverse effect on their respective businesses, financial results and/or market prices.
Whether or not the Business Combination are completed, the announcement and pendency of the Business Combination could cause disruptions in the businesses of XCF Global, DevvStream and Southern Energy by directing the attention of management of each of XCF Global, DevvStream and Southern Energy toward the completion of the Business Combination. XCF Global, DevvStream and Southern Energy have each diverted significant management resources in an effort to complete the Business Combination and are each subject to restrictions contained in the BCA on the conduct of their respective businesses. If the efforts and actions required of XCF Global, DevvStream and Southern Energy in order to consummate the Business Combination are more difficult, costly or time consuming than expected, such efforts and actions could result in the additional diversion of each company’s management’s attention and resources or the disruption or interruption of or the loss of momentum in, each company’s ongoing businesses, which could adversely affect the business and financial results of XCF Global, DevvStream or Southern Energy, as applicable. If the Business Combination are not completed, XCF Global, DevvStream and Southern Energy will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.
XCF Global, DevvStream and Southern Energy will incur significant transaction- and integration-related costs in connection with the Business Combination and any such costs could adversely affect XCF Global’s ability to execute on its integration plan.
XCF Global, DevvStream and Southern Energy expect to incur a number of non-recurring costs associated with the Business Combination and combining the operations of DevvStream and Southern Energy into XCF Global. Additionally, each of XCF Global, DevvStream and Southern Energy have incurred and will continue to incur, significant transaction costs related to the Business Combination, some of which must be paid even if the Business Combination are not completed. These costs are substantial and include financial advisory, legal and accounting costs. XCF Global also will incur significant integration-related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. XCF Global, DevvStream and Southern Energy continue to assess the magnitude of these costs and additional unanticipated costs may be incurred in the Business Combination and the integration of the companies’ businesses. Although DevvStream and Southern Energy expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow XCF Global to offset integration-related costs over time, this net benefit may not be achieved in the near term or at all.
XCF Global’s future results will suffer if it does not effectively manage its expanded operations following the Business Combination.
Following the Business Combination, the size of the business of XCF Global will increase significantly beyond the current size of either DevvStream’s or Southern Energy’s current businesses on a stand-alone basis. XCF Global’s future success depends, in part, upon its ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurance that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements and other benefits currently anticipated from the Business Combination.
Coordinating the businesses of DevvStream and Southern Energy may be more difficult, costly or time-consuming than expected and XCF Global may fail to realize the anticipated benefits of the Business Combination, which may adversely affect XCF Global’s business results and negatively affect the value of XCF Global Common Shares following the Business Combination.
The success of the Business Combination will depend on, among other things, the ability of DevvStream and Southern Energy to coordinate their businesses under XCF Global in a manner that facilitates growth opportunities. However, DevvStream and Southern Energy may not be able to successfully coordinate their respective businesses in a manner that permits anticipated growth to be realized, without adversely affecting current revenues and investments. If the
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combined company is not able to successfully achieve these objectives, the anticipated benefits of the Business Combination may not be realized fully or at all or may take longer to realize than expected. Specifically, the following issues, among others, must be addressed in order to realize the anticipated benefits of the Business Combination so the combined company performs as expected:
• coordinating the businesses of DevvStream and Southern Energy and meeting the capital requirements of the combined company, in a manner that permits the combined company to achieve the growth anticipated to result from the Business Combination;
• coordinating the companies’ technologies;
• coordinating the companies’ operating practices, internal controls and other policies, procedures and processes;
• addressing possible differences in business backgrounds and corporate cultures;
• coordinating geographically dispersed organizations; and
• effecting actions that may be required in connection with obtaining regulatory approvals.
Furthermore, the XCF Global Board will consist of the certain director designated by DevvStream and certain directors designated by Southern Energy. Combining such directors into the XCF Global Board could require the reconciliation of differing priorities and philosophies.
An inability to realize the full extent of the anticipated benefits of the Business Combination, as well as any delays encountered in the combination process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company after the completion of the Business Combination. In addition, the actual coordination of the DevvStream and Southern Energy businesses under XCF Global may result in additional and unforeseen expenses and the anticipated benefits of the coordination plan may not be realized. If DevvStream and Southern Energy are not able to adequately address coordination challenges, they may be unable to successfully coordinate their operations or realize the anticipated benefits of the coordination of the companies.
The market price of XCF Global Common Shares may decline following the Business Combination.
The market price of XCF Global Common Shares may decline following the Business Combination and DevvStream shareholders and Southern Energy shareholders who receive XCF Global Common Shares as a result of the Business Combination could see a decrease in the value of their investment in XCF Global Common Shares, if, among other things, XCF Global is unable to achieve the expected growth in earnings or if the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the Business Combination are not realized or if the transaction costs related to the Business Combination are greater than expected. The market price may also decline if XCF Global does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by investors or financial or industry analysts or if the effect of the Business Combination on XCF Global’s financial position, results of operations or cash flows is not consistent with the expectations of investors or financial or industry analysts. In addition, many DevvStream shareholders and Southern Energy shareholders may decide to sell the shares of XCF Global Common Shares they receive as a result of the Business Combination. Any such sales of XCF Global Common Shares could have the effect of depressing the market price for XCF Global Common Shares. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for or liquidity of, the XCF Global Common Shares, regardless of the actual operating performance of the combined company.
The rights of DevvStream shareholders under Delaware law may differ from the rights of DevvStream shareholders under Alberta law.
Upon completion of the Domestication, the rights of DevvStream shareholders will be governed by applicable Delaware law. While there will be substantial similarities between their rights after the Domestication and their rights as shareholders of DevvStream prior to the Domestication, there will be some differences, for example with respect to removal of directors, proxy voting, restrictions on dividends and other distributions, exculpation of officers and directors, appraisal and dissenter’s rights, certain restrictions on business combinations and takeovers and inspection rights. In addition, if the Business Combination are consummated, in certain circumstances, holders of XCF Global
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Common Shares may be afforded different protections under the Delaware General Corporations Law (the “DGCL”) than Southern Energy shareholders had under Louisiana law. For additional information, please read the section titled “Comparison of Rights of DevvStream Shareholders and XCF Global Stockholders” beginning on page 312 of this joint proxy statement/prospectus.
The Business Combination will result in changes to the XCF Global Board.
Upon completion of the Business Combination, the composition of the XCF Global Board will be different from the current XCF Global Board. Pursuant to the BCA, the Post-Closing Company Board will consist of seven (7) directors (the “Post-Closing Company Board”), including: (A) four (4) directors who shall be designated by the Company prior to the Closing (one of whom shall be the Chief Executive Officer of the Company, Christopher Cooper), (B) two (2) directors designated by Southern Energy (Chad J. Langley and John Wharton), and (C) one (1) director who shall be designated by DevvStream prior to the Closing. This composition of the board of directors of the combined company may affect the future decisions of the combined company. See “Proposal No. 3 — The XCF Global Director Election Proposal.”
XCF Global may be exposed to increased litigation following the Business Combination, which could have an adverse effect on XCF Global’s business and operations.
XCF Global may be exposed to increased litigation from shareholders, customers, suppliers, consumers and other third parties due to the combination of DevvStream’s business and Southern Energy’s business following the Business Combination. Such litigation may have an adverse impact on XCF Global’s business and results of operations or may cause disruptions to the XCF Global’s operations.
Legacy XCF has identified material weaknesses in its internal control over financial reporting. If XCF Global is unable to remediate the material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, XCF Global may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and the market price of XCF Global’s Class A common stock.
While Legacy XCF and its independent registered public accounting firm did not and were not required to perform an audit of its internal control over financial reporting, in connection with the audit of Legacy XCF’s 2023 and 2024 financial statements, Legacy XCF identified control deficiencies in the design and operation of Legacy XCF’s internal control over financial reporting that constitute material weaknesses. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected in a timely manner.
For Legacy XCF, the following material weaknesses were present at December 31, 2025 and have not been remediated as of March 31, 2026: (a) lack of controls for the review and approval of journal entries and (b) lack of formal risk assessment process to reduce the risk of material misstatement and (c) controls not designed to ensure the financial reporting process operates effectively, including accounting for the Business Combination and (d) inappropriate design and operation of IT general controls and (e) there were errors in the calculation, presentation, and disclosure of deferred taxes. Our remediation plans regarding material weaknesses are addressed below.
XCF Global is in the process of integrating New Rise into its overall internal control framework. For New Rise, the following material weaknesses were present at December 31, 2024 and have not been remediated as of December 31, 2025: (a) lack of segregation of duties within the accounting function and (b) inappropriate design and operation of IT general controls. As of December 31, 2025, XCF Global has remediated the previously reported material weakness for lack of a functioning audit committee as an Audit Committee was established subsequent to the Business Combination. The Company has also put in place a related party transaction policy and will require officers, directors and significant shareholders to certify related party relationships annually.
These control deficiencies could result in a misstatement of its accounts or disclosures that would result in a material misstatement of financial results that would not be prevented or detected, and accordingly, Legacy XCF determined that these control deficiencies constitute material weaknesses.
XCF Global is working to remediate the material weaknesses and taking steps to strengthen its internal control over financial reporting through the hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills, supported by experienced third-party internal control advisors who will assist
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with the design and implementation of such internal control systems, procedures and processes. These remediations may be costly and time consuming. XCF Global intends to take appropriate and reasonable steps to remediate the material weaknesses through the implementation of a general ledger system, which will support appropriate journal entry approvals, the development and implementation of a formal risk assessment process, and the development and implementation of a control environment designed to ensure the financial information is accurate, complete, and recorded in the correct period. XCF Global will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time.
XCF Global cannot assure you that the measures we have taken to date and those it expects to take in the future will be sufficient to remediate the material weaknesses or avoid the identification of additional material weaknesses in the future. If these steps do not remediate the material weaknesses in a timely manner, there could continue to be a reasonable possibility that one or more of the material weaknesses or other control deficiencies could result in a material misstatement of XCF Global’s annual or interim financial statements that would not be prevented or detected on a timely basis, which could in turn cause the market price of its Class A common stock to decline significantly and make raising capital more difficult. If XCF Global’s fails to remediate this material weakness, or if it fails to identify future material weaknesses in internal control over financial reporting or fail to meet the demands that will be placed upon us as a public company, including the requirements of Sarbanes-Oxley, XCF Global may be unable to accurately report its financial results or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Section 404 of Sarbanes-Oxley could also potentially subject XCF Global to sanctions or investigations by the SEC or other regulatory authorities. If additional material weaknesses exist or are discovered in the future, and XCF Global is unable to remediate any such material weakness, its reputation, results of operations and financial condition could suffer.
XCF Global is not currently in compliance with the continued listing requirements for The Nasdaq Stock Market. If XCF Global does not regain compliance and continues to meet the continued listing requirements, its common stock may be delisted.
XCF Global’s common stock is listed on the Nasdaq Capital Market under the symbol “SAFX”. In order to maintain that listing, we must satisfy minimum financial and other requirements including, without limitation, the minimum bid price requirement. On December 9, 2025, XCF Global was notified that, based on the previous 30 consecutive business days, XCF Global’s listed securities no longer met the minimum $1 bid price per share requirement. Therefore, in accordance with the Nasdaq Listing Rules, XCF Global was provided 180 calendar days, or until June 8, 2026, to regain compliance. On June 9, 2025, following a review of XCF Global’s plans to become compliance, the Listing Qualifications Department of Nasdaq granted XCF Global’s request for an additional 180-day period, or until December 7, 2026, to regain compliance with Nasdaq’s minimum bid price requirement, allowing XCF Global to maintain its listing on the Nasdaq Stock Exchange. There can be no assurances that XCF Global will be successful in regaining compliance with the continued listing requirements and maintaining the listing of our common stock on the Nasdaq Capital Market.
If our common stock is delisted from Nasdaq, our ability to raise capital through public offerings of our securities and to finance our operations could be adversely affected. We also believe that delisting would likely result in decreased liquidity and/or increased volatility in our common stock and could harm our business and future prospects. In addition, we believe that, if our common stock is delisted, our stockholders would likely find it more difficult to obtain accurate quotations as to the price of the common stock and it may be more difficult for stockholders to buy or sell our common stock at competitive market prices, or at all.
XCF Global continues to actively monitor its performance with respect to the listing standards and will consider available options to resolve any deficiency and maintain compliance with the Nasdaq rules. There can be no assurance that XCF Global will be able to maintain compliance or, if it falls out of compliance, regain compliance with any deficiency, or if we implement an option that regains our compliance, maintain compliance thereafter.
The projections and forecasts presented in this joint proxy statement/prospectus may not be an indication of the actual results of the transaction or XCF Global’s future results.
This joint proxy statement/prospectus contains projections and forecasts relating to each of XCF Global, DevvStream and Southern Energy. None of the projections and forecasts included in this joint proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or U.S. GAAP. Accordingly, such projections and forecasts should not be
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viewed as public guidance. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of XCF Global, DevvStream and Southern Energy. Important factors that may affect actual results of XCF Global or could lead to such projections and forecasts not being achieved include, but are not limited to: the timing and pace of the upgrade and ramp-up of commercial SAF production at the New Rise Reno facility and the achievement of nameplate production capacity; the timing, cost and completion of the construction, commissioning and operation of additional production facilities, including New Rise Reno 2, the Fort Myers and Wilson facilities and the three planned phases of Southern Energy’s AeroMaris Project; the availability, quality and pricing of waste-, residue- and biomass-based feedstocks; realized prices for SAF, renewable diesel, green methanol, propylene, bio-naphtha, carbon credits, I-RECs and other products and environmental attributes generated by the combined company; the continued availability, value and ability to monetize federal and state tax credits and environmental attribute programs, including the Section 45Q carbon-sequestration credit, the Section 45V clean-hydrogen credit, the Section 45Z clean-fuel production credit, Renewable Identification Numbers under the Renewable Fuel Standard and credits under California’s Low Carbon Fuel Standard; the ability to obtain project-level financing on acceptable terms, including the proposed $402 million Louisiana Community Development Authority tax-exempt bond financing for Southern Energy’s AeroMaris Project; the resolution on acceptable terms of existing defaults under New Rise Reno’s loan with Greater Nevada Credit Union and its ground lease with Twain GL XXVIII, LLC; XCF Global’s, DevvStream’s and Southern Energy’s continued access to capital, including under DevvStream’s Helena equity line of credit and Helena senior secured convertible notes; the negotiation and execution of binding feedstock supply and product offtake agreements with creditworthy counterparties on commercially acceptable terms; the ability to obtain all required environmental, construction and operating permits and regulatory approvals on the anticipated timeline; the technical performance and commercial-scale integration of the licensed Frontline BioEnergy, Air Liquide, Axens and other process technologies; the ability to develop, acquire and monetize a sufficient pipeline of high-quality carbon credits, I-RECs and other environmental assets; the realization of expected synergies, cost savings and revenue benefits from the Business Combination; competition from larger and better-capitalized producers of SAF, renewable fuels, green methanol, carbon credits and other renewable products; the ability of XCF Global and DevvStream to maintain compliance with Nasdaq’s continued listing standards; general economic, market, political and geopolitical conditions, including inflation, interest rates and changes in trade or industrial policy, closing of the Business Combination and the timing thereof, the ability to successfully integrate DevvStream and Southern Energy into XCF Global and other factors described under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this joint proxy statement/prospectus.
Investors are accordingly cautioned not to place undue reliance on the projections, as the projections may be materially different than actual results.
Risks Relating to XCF Global’s Business
XCF Global has not obtained sufficient funding to execute its business plan and will need to raise substantial additional funding to meet its financial obligations and fund its operations and business plan; XCF Global cannot assure you that such funding will be available on acceptable terms, or at all. In addition, XCF Global has identified conditions that raise substantial doubt about its ability to continue as a going concern.
Implementing XCF Global’s business plan and meeting its current and anticipated financial obligations will require XCF Global to obtain sufficient financing. As of the date of this filing, XCF Global has not yet secured sufficient financing to fund either the near-term or long-term implementation of its business plan or meet all of its current financial obligations. If XCF Global is unable to obtain sufficient financing for these needs, XCF Global may be limited in its ability to implement its business plan in a timely manner or may need to delay or modify certain important elements of its plan, which would have a material adverse effect on XCF Global’s business and results of operations. XCF Global cannot assure you that sufficient financing will be available on favorable terms, or at all.
If XCF Global is successful in raising additional funds by issuing equity securities or securities convertible into or exchangeable for equity securities, dilution to existing stockholders will result, and such securities may have rights, preferences and privileges senior to those of XCF Global’s Class A common stock. If XCF Global is able to secure debt financing, the terms of any debt arrangements may include restrictive covenants or other terms that may impose burdens on its ability to operate.
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XCF Global’s cash and cash equivalents as of March 31, 2025, on a consolidated basis, totaled $1,048 million. Based on XCF Global’s losses to date and limited cash resources, XCF Global’s management has identified substantial doubt about its ability to continue as a going concern. The ability to continue as a going concern is dependent upon XCF Global’s ability to raise sufficient funds to pay ongoing operating expenditures and meet financial obligations over the next twelve months. Other than financing available under the ELOC Agreement and funding by EEME on the Business Combination, XCF Global has no ongoing commitment from any source of capital to provide financing in the future, and such available financing is not expected to be sufficient, either on its own or along with cash flow generated from XCF Global’s operations, to fund its operations, existing commitments and implementation of its business plan.
The substantial doubt as to XCF Global’s ability to continue as a going concern could limit its ability to obtain additional financing. In addition, the perception that XCF Global may not be able to continue as a going concern may also make it more difficult to operate its business due to concerns about its ability and the ability of its subsidiaries to meet their contractual obligations.
If XCF Global is unable to continue as a going concern, either XCF Global, or its subsidiaries, or both may be forced to liquidate assets, and the values received in a liquidation or dissolution could be significantly lower than the values reflected in its financial statements. The XCF Global’s financial statements included herein do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets that might result from the outcome of this uncertainty and have been prepared on a basis that assumes that XCF Global will continue as a going concern, as described in the notes to the financial statements included elsewhere herein.
XCF Global’s New Rise Reno production facility was recently converted to produce SAF and has experienced production issues in both renewable diesel and SAF production.
XCF Global’s production facility in Reno, Nevada was converted to SAF production in October 2024 and began initial production of SAF and renewable naphtha (a byproduct in SAF production) in February 2025. First deliveries of neat SAF and renewable naphtha produced at New Rise Reno began in March 2025 under a supply and offtake agreement by and between New Rise Renewables and Phillips 66 (the “P66 Agreement’). From April through the end of December 2025, New Rise Reno produced, in aggregate, approximately 5.8 million gallons of neat SAF, renewable diesel, and renewable naphtha. On April 2, 2026, Phillips 66 delivered notice to New Rise Reno of termination of the P66 Agreement, and the P66 Agreement was terminated as of May 1, 2026. As of the date of this joint proxy/prospectus, the Company is evaluating the termination notice, its financial impact and is in discussions with Phillips 66 regarding an orderly wind-down and logistical matters associated with the termination of the P66 Agreement and disposition of the feedstock.
On April 9, 2026, the Company entered into a term sheet (the “BGN Term Sheet”) for a renewable fuel tolling agreement with BGN INT (“BGN”), an independent global energy and commodities group, pursuant to which it is anticipated that the Company will provide inside-the-fence logistics, production and refining services, storage and blending as well as marketing support in coordination with BGN’s sales and logistics teams. The initial term of the BGN Term Sheet is three years from the commencement of production. The parties have agreed to work in good faith to execute a definitive long form tolling agreement by November 15, 2026.
During the initial phase of production ramp-up of SAF, the Reno production facility operated at approximately 50% capacity for SAF. The New Rise Reno team has been reviewing the catalyst processing for SAF to meet nameplate capacity and, on June 1, 2026, announced the receipt of process catalyst at the facility. While ramp-up processes are being undertaken and until final plant acceptance, management has made the determination to temporarily produce renewable diesel which can be achieved at approximately 2,000 barrels per day, which is approximately 20% below nameplate capacity, and without any additional modifications to the facility. In May 2025, New Rise Reno began selling renewable diesel under the P66 Agreement, which was subsequently terminated as of May 1, 2026.
Since the initial production of renewable diesel, the Reno production facility has experienced repeated maintenance-related downtime that has required additional maintenance capital expenditures and other unanticipated operating expenses. These disruptions have limited XCF Global’s ability to operate at expected levels and delayed its efforts to achieve full production capacity. Although management has taken steps to address these issues, there can be no assurance as to when or whether the Reno facility will consistently operate at or near 100% production capacity for renewable diesel or SAF. Continued downtime, additional maintenance requirements, the inability to achieve stable full-capacity operations and the inability to execute a definitive agreement with BGN could materially and adversely affect XCF Global’s revenues, profitability, and liquidity.
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Delays in XCF Global’s ability to resume SAF production or operate the Reno production facility at full capacity for SAF production will adversely affect its revenues and profitability.
XCF Global expects to construct additional renewable fuels production and/or SAF-related infrastructure facilities in Nevada, Florida and North Carolina. If construction of additional production facilities is delayed or any of the production facilities do not perform as XCF Global expects once construction has been completed and commercial production has begun, XCF Global’s business and prospects may be adversely affected.
XCF Global’s growth plan includes the construction of New Rise Reno 2, an additional SAF production facility in Reno, adjacent to XCF Global’s existing New Rise Reno facility, and may include further build-out and reconstruction of XCF Global acquired production facilities in Fort Myers, Florida (“Fort Myers”) and Wilson, North Carolina (“Wilson”), to produce SAF, renewable fuels and/or associated SAF-related infrastructure.
The completion of these projects will require significant additional funding that may not be available on terms acceptable to XCF Global, or at all. In addition, if adequate funding is available, completion of these projects are subject to risks typically associated with large capital projects, including the need to identify and contract with capable engineering and construction firms and obtain necessary regulatory approvals and permits, and the risks of unanticipated cost overruns or delays in project completion due to increases in costs of construction materials, labor and other expenses, delays resulting from supply chain disruptions, permitting, severe weather, natural disasters, work stoppages or labor disputes, and similar factors. New Rise Reno 2 is anticipated to have estimated construction costs of $300,000,000 and will take approximately 28 months to complete from the date construction commences. XCF Global anticipates beginning construction in mid-2026 with SAF production to begin around 2028. XCF Global currently owns dormant biodiesel plants located in Fort Myers, Florida and Wilson, North Carolina that it intends to further build-out and reconstruct to SAF, renewable fuels and/or associated SAF-related infrastructure. If both Fort Myers and Wilson are reconstructed to produce SAF, it is expected to take approximately 36 months to complete from the date construction commences with anticipated construction costs of approximately $350,000,000 per site. XCF Global has not yet identified financing for construction of these additional sites, but anticipate financing these construction projects through both debt and equity financing in the future. Once completed, the ability of these facilities to meet XCF Global’s performance expectations is subject to the risks inherent in converted and newly-constructed production facilities, including failure of the facilities to meet permitting or health and safety standards and failure of the facilities to produce a SAF product to XCF Global’s specifications. In addition, the additional financial contribution XCF Global’s expects from these additional production facilities, once they are brought online, is based on assumptions and estimates made without the benefit of any operating history for these facilities producing commercial quantities of SAF.
If XCF Global is unable to complete these projects at their expected costs or in a timely manner (including the execution of a definitive agreement with BGN), or if these facilities fail to perform as expected once they are completed, XCF Global’s ability to generate revenue on the anticipated schedule and at the expected levels will be impaired and its financial condition, results of operations, or cash flows could be materially and adversely affected. Further, if these additional facilities do not produce the anticipated financial contributions, XCF Global’s business and prospects may be adversely affected.
The ground lease of the New Rise Reno facility is subject to dispute, and the landlord may exercise possessory or foreclosure remedies and/or XCF Global may be required to pay penalties and damages, in addition to outstanding rent amounts.
XCF Global’s existing New Rise Reno production facility is currently its only operating production facility and sole source of revenue from renewable fuels production, and New Rise Reno leases the land on which the New Rise Reno production facility is located pursuant to a ground lease. Twain, the landlord under the ground lease, has provided notice to New Rise Reno asserting that New Rise Reno is in default of the terms of the ground lease for its failure to make certain payments. Twain’s remedies in the case of an event of default include, among other things, the right to terminate the ground lease, the right to bring an action to recover the amount of all unpaid rent earned as of the date of termination or in the amount of all unpaid rent for the balance of the term of the lease, and the right to take possession of, operate, and/or relet the premises.
On April 29, 2026, New Rise Reno and Twain entered into a forbearance agreement (the “2026 Twain Forbearance Agreement”), pursuant to which Twain has agreed to forbear from exercising its rights and remedies under the ground lease and related documents and/or applicable law with respect to any alleged defaults or alleged events of default until January 1, 2027, subject to certain conditions and exceptions provided in the 2026 Twain Forbearance Agreement. In
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consideration of Twain’s forbearance, XCF agreed to issue 4,000,000 shares of XCF Global’s Common Stock (the “2026 Landlord Shares”) to Twain and agreed to use its reasonable best efforts to file a registration statement on appropriate form with the SEC to register the 2026 Landlord Shares for resale. The net proceeds of any sale of the 2026 Landlord Shares are to be credited on dollar-for-dollar basis against any remaining principal, interest, and penalties owed by New Rise Reno to Twain.
If the landlord pursues one or more of its available remedies under the ground lease and is successful in exercising its possessory or foreclosure remedies, or is successful in obtaining a judgment requiring New Rise Reno or XCF Global to pay penalties and damages in addition to amounts New Rise Reno may owe under the ground lease, any one or a combination of these events would materially disrupt XCF Global’s operations and impair its ability to generate revenue, and, in the case of the landlord taking possession of the facility and/or related assets, could result in a temporary or permanent cessation of the operations at the New Rise Reno production facility. Any of these results would have a material adverse effect on XCF Global’s business and financial condition, and would materially impair its ability to execute its business plan. In addition, the existence of a default under the ground lease could make it more difficult for XCF Global to obtain financing on acceptable terms, or at all, which would materially impair its ability to execute its business plan.
XCF Global’s management team does not have experience in the construction of SAF production facilities, has only limited experience in the operation of a renewable fuels business and depends on services provided by professional and skilled service providers and others in the renewable space.
XCF Global’s management team has managed the conversion of New Rise Reno to SAF production but has not managed the construction or conversion of additional renewable fuel production facilities, including facilities producing SAF. On January 2, 2024, XCF Global entered into a contract with Encore DEC LLC (“Encore”), one of the EPC companies that was subcontracted to build New Rise Reno, to manage the conversion of the facility to SAF. Prior to the fourth quarter of 2024, New Rise Reno utilized a qualified service provider to provide operating and maintenance services. In the future, XCF Global may elect to use a service provider to provide operating and maintenance services at its additional production facilities when those facilities come online. Encore is a company 100% controlled by Soule, who is XCF Global’s second largest stockholder. Although Encore has constructed fuel production facilities in the past and completed the conversion of the New Rise Reno production facility to SAF production, Encore has not constructed a new SAF production facility or converted other existing production facilities to SAF production. Accordingly, XCF Global cannot guarantee that it will be able to produce SAF on its expected time schedule, or in an economic manner in commercial quantities or that it will be able to successfully manage the other key aspects of the business, including obtaining feedstocks, entering into offtake arrangements, managing customer and supplier relationships, managing environmental, health and safety matters and other aspects of a renewable fuel business. If XCF Global is unable to produce SAF economically on a commercial scale or in commercial volumes or is unable to manage other key aspects of its business, XCF Global’s business, financial condition, results of operations and prospects will be materially and adversely affected, which could significantly reduce the value of XCF Global’s securities.
XCF Global’s LOIs and MOUs may not result in definitive agreements, commercial projects or revenue.
XCF Global frequently enters into non-binding letters of intent (“LOIs”), memoranda of understanding (“MOUs”), framework agreements, and other preliminary arrangements with prospective acquisition targets, partners, customers and licensees. These arrangements are typically exploratory in nature and are subject to the negotiation and execution of definitive agreements, completion of due diligence, internal approvals by the counterparty, regulatory or permitting processes, financing availability and other conditions outside XCF Global’s control. To date, several of the LOIs and MOUs XCF Global has announced have not yet resulted in definitive agreements, and there can be no assurance that any current or future preliminary arrangements will progress to binding contracts or commercial deployment.
Because these preliminary agreements are non-binding, counterparties may unilaterally discontinue discussions, change strategic priorities, or elect to pursue similar projects with other partners. If LOIs or MOUs do not advance to definitive agreements or commercial operations, XCF Global may not realize the expected benefits of these potential projects, including anticipated licensing revenue, offtake opportunities, equity participation, or regional expansion. XCF Global also has entered into certain binding LOIs and MOUs that, despite being binding, anticipate that definitive agreements may be needed to define the rights, responsibilities and obligations of the parties. Those definitive agreements may include terms and conditions that may negatively affect the value of the initial agreements as
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expressed in the binding LOIs and MOUs. Frequent announcements of preliminary agreements that do not ultimately close may create expectations among investors and other stakeholders that XCF Global is unable to meet, which could negatively affect its reputation, ability to secure future partnerships and the market price of its common stock.
XCF Global’s financial results are largely affected by the relationship, or margin, between the prices at which XCF Global sells renewable diesel and SAF and the prices of feedstocks used in manufacturing renewable diesel and SAF.
The cost of feedstocks and the prices at which XCF Global can ultimately sell renewable diesel and SAF depend on numerous factors beyond its control, including supply and demand, which are subject to, among other things, production levels, competition, industry acceptance and use of renewable diesel and SAF, economic factors impacting end-users of renewable diesel and SAF, and governmental policies and regulation. The prices for feedstocks can fluctuate based on global, regional and local market conditions, and the prices of some of these feedstocks can be cyclical and volatile which can reduce margins and have a significant impact on XCF Global’s revenues, operating income and cash flows. XCF Global does not produce its own feedstocks and must purchase all of the feedstocks it requires to produce renewable diesel and SAF.
On May 23, 2017, New Rise Reno entered into the P66 Agreement whereby Phillips 66 would sell to New Rise Reno 100% of the feedstocks required for the production of renewable diesel at the New Rise Reno facility and purchase from New Rise Reno 100% of the renewable diesel produced at the facility, in both cases expected to be approximately 2,000 barrels per day; renewable diesel is a biofuel that is chemically equivalent to petroleum diesel and can be used as a “drop-in fuel” which means it can be used in existing diesel engines without the need for modification. Under terms of the agreement, feedstock was supplied to New Rise Reno at spot pricing plus transportation, terminal, and logistics expenses plus a per gallon fixed fee. For the sale of renewable diesel, Phillips 66 purchased 100% of the renewable diesel at a price per gallon based on current index prices for renewable diesel and other tax-based credits.
In May 2024, New Rise Reno and Phillips 66 entered into an addendum to the P66 Agreement, with an initial term of five years from the commencement date of September 1, 2024, that extended the supply and offtake agreement to include feedstocks for renewable products and the sale of renewable products produced by New Rise Reno to Phillips 66. Under the amended terms of the agreement, the terms of the feedstock price remained unchanged from the original agreement with Phillips 66 charging New Rise Reno for transportation and logistics costs, and terminal, storage, blending and distribution fees to bring the renewable products to market. At the end of the initial five-year term, the amended agreement provided for automatic renewed for two successive additional periods of five years, for a potential total duration of 15 years, unless earlier terminated. On October 1, 2025, New Rise Reno and Phillips 66 entered into an amendment whereby New Rise Reno would no longer pay for the feedstock at the time of delivery. Phillips 66 would consign the feedstock to new Rise Reno by delivering it into the tanks of New Rise Reno. Pursuant to such amendment, Phillips 66 retained the right to have the feedstock reloaded onto railcars for delivery to another location of Phillips 66’s choosing. New Rise Reno does not own the feedstock but bears the risk of loss should the material be damaged or destroyed. On April 2, 2026, Phillips 66 delivered notice to New Rise Reno of termination of the P66 Agreement, and the P66 Agreement was terminated as of May 1, 2026. As of the date of this joint proxy/prospectus, the Company is evaluating the termination notice, its financial impact and is in discussions with Phillips 66 regarding an orderly wind-down and logistical matters associated with the termination of the P66 Agreement and the disposition of the feedstock. As of the date of this joint proxy/prospectus, XCF Global and New Rise Reno do not have other feedstock supply or SAF off-take agreements in place.
On April 9, 2026, the Company entered into the BGN Term Sheet for a renewable fuel tolling agreement with BGN, pursuant to which it is anticipated that the Company will provide inside-the-fence logistics, production and refining services, storage and blending as well as marketing support in coordination with BGN’s sales and logistics teams. The initial term of the BGN Term Sheet is three years from the commencement of production. The parties have agreed to work in good faith to execute a definitive long form tolling agreement by November 15, 2026.
As a result, XCF Global cannot control the cost of these feedstocks, and it could underestimate feedstock pricing and volume requirements. These uncertainties, including the inability to enter into a definitive agreement with BGN for the supply of feedstock, or any feedstock suppliers for any of its current or future facilities on terms favorable to XCF Global could significantly affect XCF Global’s costs and its gross margin. Although XCF Global believes that its production process can work with multiple types of feedstocks in the event that prices of
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specific feedstocks fluctuate, XCF Global has not produced SAF using non-food feedstocks and cannot guarantee that feedstocks are interchangeable for the production of SAF without requiring significant alterations to its production processes. In addition, XCF Global may not be able to implement the intended vertical integration or implement it to a degree where it is no longer substantially dependent on outside sources of feedstock supply.
XCF Global’s revenues and financial results will be largely affected by the prices at which it sells SAF, and volatility in the market price for SAF could have a material adverse effect on XCF Global’s financial condition and results of operations.
SAF is intended to replace or be mixed with petroleum-based conventional jet aviation fuel. Conventional jet aviation fuel is a commodity product produced by many companies, and its pricing is largely determined in the commodities markets, with readily observable pricing. In addition, prices of conventional jet fuel have been subject to fluctuations over time, some of which have been significant. SAF is a newer jet aviation fuel for which there is no established commodities market and, accordingly, pricing of SAF is currently opaque. XCF Global’s assumptions regarding the price of SAF are primarily based on conversations with other market participants, including airlines and commercial aviation groups. While XCF Global utilizes inputs from these market participants, it also tests pricing levels through negotiations with potential buyers of the SAF it plans to produce.
XCF Global cost of production is driven by the cost of feedstocks. The hydrotreated esters and fatty acids (“HEFA”) pathway, the production method in place at New Rise Reno, uses certain fats, oils, and greases as feedstocks which, as per the spot commodity markets, are more expensive than conventional jet fuel. The HEFA pathway is a process for refining vegetable oils, waste oils, or fats into SAF through hydroprocessing, which removes sulfur, oxygen, nitrogen and metals from the feedstock.
If XCF Global is unable to sell SAF at a premium to the price of conventional jet aviation fuel, or if the price at which it is able to sell SAF is subject to volatility that reduces its margins, then XCF Global’s revenues and profitability will likely be negatively affected.
The price of XCF Global’s SAF product relative to the price of petroleum-based conventional jet aviation fuel may affect its revenues and profitability.
XCF Global’s revenue and profitability forecasts include, among other things, assumptions regarding the price at which its SAF product will be sold and the cost of feedstocks used in the production of SAF. The price of SAF relative to the price of conventional jet aviation fuel will likely affect end-users’ willingness to purchase SAF at prices and in quantities that are consistent with XCF Global’s expectations.
If there are decreases in the price of traditional petroleum-based jet aviation fuel or the value ascribed to sustainability or environmental attributes related to SAF decrease, XCF Global may be required to reduce its SAF prices to remain competitive in the marketplace which may negatively impact its profitability.
Feedstocks availability for renewable diesel and SAF production may decline.
Production of renewable diesel and SAF requires large volumes of feedstocks. XCF Global cannot predict the future availability of any of the types of feedstocks XCF Global intends to use in the production of renewable diesel and SAF using its process technologies. XCF Global may rely on a feedstock supply chain that involves both domestic and international sources, and, in many instances, feedstock may need to be transported through a significant distance to reach its production facilities. As a result, XCF Global’s feedstock supply chain may be subject to a variety of potential disruptions, including freight handling and logistics failures, labor shortages or disruptions, adverse weather conditions, natural disasters and road, rail and other infrastructure failures. XCF Global cannot assure you that the use of multiple feedstock suppliers will sufficiently mitigate these risks.
The supply of feedstocks also might be impacted by other factors, including high demand from other producers of renewable fuels or entities that may use these feedstocks for other purposes. The number of renewable fuels production facilities that are currently in production or in the planning or construction phase continues to increase, and there may not be an adequate supply of feedstock to satisfy this demand. As a result, low availability
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of feedstocks for XCF Global’s renewable diesel and SAF could cause delays, production reductions or cost increases. As a result, XCF Global’s revenue and margin may decrease and it may need to increase the price of its renewable diesel and SAF products to maintain or increase its margin, which could reduce demand for XCF Global’s renewable diesel and SAF products if customers are unwilling to pay the higher price.
We believe there is little to no correlation between the cost of feedstock and the market price of renewable diesel and SAF. Therefore, XCF Global may be unable to pass along increases in feedstock costs to its customers. XCF Global’s business plan anticipates that it will vertically integrate its feedstock supply chain to manage both the availability and the cost of feedstocks in the future. However, until XCF Global is able to implement the intended vertical integration (including, entry into a definitive agreement with BGN), it will be subject to risks associated with obtaining feedstock from other third parties, and its efforts to vertically integrate may not be successful. In addition to the New Rise Reno production facility, XCF Global may need to obtain other sources of feedstock supply when other production facilities become operational.
XCF Global may be unable to obtain suppliers for feedstocks.
Currently, XCF Global does not have a definitive agreement with BGN for the supply of feedstock, or any feedstock suppliers for any of its current or future facilities.
On April 2, 2026, Phillips 66 delivered notice to New Rise Reno of termination of the P66 Agreement, and the P66 Agreement was terminated as of May 1, 2026. Under the P66 Agreement, Phillips 66 supplied feedstock, which was stored at the New Rise facility to be used for the production of renewable diesel fuel and purchased 100% of the renewable diesel produced at the facility from New Rise Reno.
In connection with the termination, Phillips 66 also notified XCF Global of (1) suspension of its performance obligations under the P66 Agreement, including all product purchase, delivery, receipt, and payment obligations; (2) demand of performance assurance, pursuant to Section 13.3 of the P66 Agreement; and (3) its intent to exercise its rights of setoff under Section 22.5 of the Agreement and applicable law, whereby amounts owed by Phillips 66 to New Rise may be applied against amounts owed by New Rise to Phillips 66, including feedstock receivables and any accelerated obligations.
As of the date of this joint proxy/prospectus, the Company is evaluating the termination notice, its financial impact and is in discussions with Phillips 66 regarding an orderly wind-down and logistical matters associated with the termination of the P66 Agreement and disposition of the feedstock. XCF Global cannot guarantee that it and Phillips 66 will agree with respect to any potential due payments after the termination of the P66 Agreement.
XCF Global has been pursuing feedstock supply and offtake arrangements with potential counterparties, including the BGN Term Sheet, but XCF Global cannot guarantee that it will enter into agreement with suppliers, and suppliers may also require XCF Global to provide prepayments, letters of credit or other credit support, which could increase its costs and constrain liquidity. In addition to securing an adequate supply of feedstock, XCF Global will need to enter into additional feedstock supply and offtake agreements for the SAF to be produced at New Rise Reno 2, Fort Myers, Wilson and any other facilities XCF Global builds or acquires in the future. If XCF Global is unable to secure supply agreements that ensure that all of its feedstock needs are met or offtake agreements for the purchase of all or substantially all of its renewable diesel and SAF production from New Rise Reno, or if the counterparties fail to meet their obligations, XCF Global may not achieve its expected revenue targets. If this happens, XCF Global’s results of operations and financial condition could be materially and adversely affected.
XCF Global currently utilize a domestic feedstock sourcing strategy, relying on low carbon triglyceride feedstocks (such as distillers corn oil and soybean oil) to produce SAF, renewable diesel, and renewable naphtha at its New Rise Reno facility.
XCF Global’s current source of its feedstocks includes domestic sourcing, which has key operational risks, including:
• feedstock cost and availability fluctuations risks, including market supply constraints, weather events, agricultural policy changes (e.g. Renewable Fuel Standard adjustments) and competition from other industries can significantly increase feedstock prices or restrict access;
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• contract concentration risks, including overreliance on limited suppliers or regions, which may disrupt feedstock supply, impair production continuity and increase costs;
• logistical and infrastructure vulnerabilities, including robust domestic rural feedstock collection logistic requirements; disruptions in transportation networks or facility operations could impair feedstock delivery; and
• counterparty performance risks, including supplier bankruptcy, noncompliance or regulatory violations that could jeopardize feedstock contracts and facility uptime.
Any inability to secure sufficient feedstock at competitive prices, or disruptions to the supply chain, could materially impair XCF Global’s operational efficiency, margin profile and overall financial performance.
XCF Global’s SAF production process depends, in part, on licensed technology.
New Rise Reno and Axens North America Inc. (“Axens”) are parties to a license agreement pursuant to which New Rise Reno received the non-exclusive right to utilize Axens’ liquid full hydrotreating technology. This technology is instrumental in the hydrotreating of feedstocks, a set of operations that remove sulfur and other impurities, to produce SAF and biofuels. In addition to the technology license, Axens and XCF Global have a performance guarantee agreement with respect to Axens’ technology. XCF Global expects to utilize the same Axens technology at future production sites.
XCF Global relies on the licensed Axens technology in a key part of the SAF production process. XCF Global does not own or control this technology, nor does it have any rights in the intellectual property underlying the licensed technology. XCF Global’s rights to use the licensed technology are subject to the continuation of the license and XCF Global compliance with the terms of the license. The license agreement includes provisions allowing Axens to terminate the license under certain circumstances, and any termination of the license would materially and adversely affect XCF Global’s ability to produce SAF. In addition, XCF Global’s rights to use Axens’ technology is subject to the validity of Axens’ intellectual property rights. Any legal challenge to Axens’ rights to its intellectual property could prevent Axens from continuing to license the technology that XCF Global needs to operate its business.
The license agreement does not require any royalties to be paid to Axens. The license to use the Axens technology and process is effective so long as New Rise Reno continues to utilize the Axens process and the related hydrotreating equipment. The license agreement is non-transferable except that it may be assigned to an affiliate or successor of the assigning party upon mutual written consent. Axens has the right to terminate the license agreement in the event of uncured breaches of the agreement, including failures to make payment, use of Axens’ intellectual property outside of the scope of the license and breaches of confidentiality obligations.
XCF Global’s revenues and financial results will depend on the continued adoption and use of SAF by airlines.
SAF is a relatively new product, and airlines worldwide are in the adoption process as an alternative to fossil fuels and to reduce greenhouse gas emissions (“GHG”). Airlines currently use blended SAF at ratios between 90/10 to 70/30 (Jet-A : neat SAF), with a maximum blend ratio of 50/50 (Jet-A : neat SAF). Airlines can incorporate SAF into their fuel purchasing program without having to modify existing aircraft engines or fueling infrastructure. According to the Net Zero 2050: Sustainable Aviation Fuels Fact Sheet published by the International Air Transport Association (“IATA”) in May 2024, certain governmental and non-governmental organizations and certain airlines have set targets or have announced goals for SAF usage. These programs may increase the adoption and use of SAF, but airlines may decide to cease or slow their adoption of SAF for several reasons, reducing the demand for SAF. Such demand reduction would reduce XCF Global’s revenues and have a material adverse effect on its results of operations and cash flows.
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If SAF turns out to be incompatible with or ineffective for existing aircraft, then SAF demand may decrease.
When blended with conventional jet aviation fuel, SAF is intended to be a “drop-in fuel,” meant to be used in existing aircraft engines and fueling infrastructure without the need for modification. However, the aviation industry has not yet universally adopted SAF as a jet fuel for everyday use, due in part to potential concerns about its effectiveness and compatibility with existing aircraft. Airlines are concerned that the use of SAF in their existing equipment could affect the functionality and therefore the safe operation of aircraft. In addition, it is unknown if the use of SAF could cause corrosion in airline engines or void manufacturer warranties. As such, any safety incident or engine degradation due to SAF use could adversely affect the entire SAF industry and lead to significant reductions in SAF demand, which could have a material adverse effect on XCF Global’s business and financial results.
XCF Global may need to expend significant amounts to build new facilities, convert newly acquired facilities and operate its existing facilities. It may be unable to complete capital projects at their expected costs or timely, and if market conditions change, it may affect the assumed economics of the project.
To grow its business, XCF Global’s business plan anticipates a combination of construction of new production facilities and conversion of newly acquired existing facilities into SAF production facilities. The construction process of new production facilities and the acquisition and conversion of new existing facilities into SAF production facilities, as well as the integration of those facilities into XCF Global’s operations involve numerous business, regulatory, environmental, political and legal risks, many of which are not fully within XCF Global’s control. The decisions to construct or acquire facilities will be based on a variety of factors, including forecasts of the expected return on investment of the project, anticipated product demand and the political and regulatory environments. These projects may take significant time to complete, and the market for XCF Global’s products, the competitive landscape, conditions in the capital markets, the political and regulatory environment or other conditions may change during this time.
Once XCF Global’s facilities begin production, they may require unscheduled or scheduled downtime for unanticipated or anticipated maintenance or repairs that may be more frequent or more costly than XCF Global’s estimates of turnaround time and related expense, particularly in the ramp-up periods, when production systems are being optimized for commercial-scale operations. XCF Global’s ability to process feedstocks depends on its ability to efficiently operate its production facilities, including maximizing the total time that such facilities are online and operational. The occurrence of significant unforeseen conditions or events in connection with the operation or maintenance of XCF Global production facilities, such as the need to refurbish such facilities, complete capital projects at such facilities, shortages of workers or materials, adverse weather, including, but not limited to lightning strikes, floods, hurricanes, tornadoes and earthquakes, equipment failures, fires, explosions, fluid leaks, damage to or destruction of property and equipment associated therewith, environmental releases and/or damage, government regulation changes affecting the use of such facilities, terrorist attacks, mechanical or physical failures of equipment, or other conditions or events, could prevent XCF Global from operating its production facilities or could force it to suspend production at such facilities down for repairs, maintenance, refurbishment or upgrades for a significant period of time. For example, New Rise Reno has already experienced certain periods of reduced throughput and downtime typical of commissioning and early-stage operations. While such early interruptions are not uncommon in production facilities, they may affect near-term production and cash flow.
Although XCF Global budget and forecast scheduled downtime for its facilities, actual scheduled and unscheduled maintenance could reduce its revenues during the period that one or more of its facilities are not operating. The ramp-up of New Rise Reno to production of renewable diesel and SAF on a commercial scale, the construction of New Rise Reno 2, the further build-out and reconstruction of the Fort Myers and Wilson production facilities and the construction or SAF conversion of additional facilities XCF Global build or acquire in the future, and the operation of those facilities as they come online involve significant uncertainties, including that:
• new construction sites and existing facilities that meet XCF Global’s specifications, including location and availability of adequate infrastructure, may not be available;
• XCF Global may not be able to identify and contract with capable engineering and construction firms to construct facilities at new sites or upgrade existing sites to XCF Global’s specifications;
• XCF Global may not be able to complete the acquisition of appropriate sites for new construction and existing production facilities;
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• government and other authorities may challenge, deny or delay the issuance of requisite regulatory approvals, preventing XCF Global from obtaining or renewing permits, licenses, registrations and other authorizations;
• new construction, conversions, improvements, maintenance or repairs to the facilities may not perform at expected levels or adequately address production and maintenance needs;
• XCF Global may not be able to finance the acquisition of such sites, the construction of new facilities on those sites or modifications of those existing facilities;
• operating costs of the facilities after the conversions, improvements, maintenance or repairs may be higher than expected;
• the yield and product quality produced by the converted, new or repaired facilities and equipment may not meet XCF Global’s or its customers’ expectations and specifications;
• further modification or replacement of the facilities or equipment, or additional repairs to the facilities or equipment, may be required to correct performance issues;
• unanticipated cost overruns or delays in project completion may occur due to increases in costs of construction materials, labor and other expenses, delays resulting from supply chain disruptions, severe weather, natural disasters, works stoppages or labor disputes, and other factors that may affect XCF Global’s suppliers and vendors; and
• XCF Global may have disputes with vendors, suppliers, contractors, or sub-contractors involved with a project.
If XCF Global is unable to complete capital projects at their expected costs or in a timely manner, XCF Global’s financial condition, results of operations, or cash flows could be materially and adversely affected. In addition, in most cases XCF Global’s revenues would not increase immediately upon the expenditure of funds on a particular project. Moreover, XCF Global may construct facilities to capture anticipated future growth in demand for SAF where such growth does not materialize to the extent or in the time frame that XCF Global anticipated. As a result, new capital investments may not achieve XCF Global’s expected investment return, which could adversely affect its financial condition or results of operations.
XCF Global’s ability to construct additional production facilities and acquire existing facilities may be adversely impacted by its outstanding indebtedness and by the price of its stock.
XCF Global’s ability to finance the construction of additional production facilities and to make future acquisitions of production facilities, particularly those that would be financed solely or in part through cash from operations, may be curtailed due to its obligations to make payments of principal and interest on its outstanding indebtedness and any restrictions imposed in the terms of such indebtedness. XCF Global may not have sufficient capital resources, now or in the future, and may be unable to raise sufficient additional debt or equity capital on satisfactory terms, if at all, in order to meet its capital requirements for such acquisitions. In addition, the terms of XCF Global’s then-existing indebtedness may include covenants that directly restrict, or have the effect of restricting, its ability to make certain capital expenditures or undertake certain acquisitions while the indebtedness remains outstanding. In addition, XCF Global’s ability to use shares of XCF Global’s Class A common stock as consideration for acquisitions or to finance new construction or acquisitions may be impacted by XCF Global’s stock price. The future trading price of XCF Global’s Class A common stock could limit XCF Global’s willingness to use its equity as consideration, the willingness of sellers to accept XCF Global’s shares or its ability to raise additional capital to fund acquisitions, and as a result could limit the size and scope of its acquisition program. If XCF Global is unable to undertake new constructions or pursue acquisitions that it believes would enhance its business or operations, the potential growth of its business and revenues may be adversely affected.
XCF Global’s acquisitions may expose it to unknown liabilities.
In connection with any future acquisitions, XCF Global may also assume operational and environmental liabilities. Some liabilities, including ones that may exist only because of past operations of an acquired facility or business, may prove to be more difficult or costly to address than XCF Global initially estimates. Also, government officials
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responsible for enforcing environmental laws may believe an environmental liability is more significant than XCF Global’s initially estimates, or XCF Global may fail to identify or fully appreciate an existing liability before XCF Global becomes legally responsible. XCF Global may have no recourse, or only limited recourse, to the former owners of such properties in the event such liabilities are present. As a result, XCF Global may be liable for claims based upon ownership of an acquired property and required to pay significant settlements, which could adversely affect XCF Global’s financial results and cash flow.
XCF Global may be unable to raise additional capital in the future to support its operations, complete acquisitions and grow its business.
XCF Global anticipates needing to raise additional capital to support the execution of its business plan, including its current and planned operations, acquisitions and expansion plans. Such funding may not be available when needed or may not be available on favorable terms or at all. If XCF Global raises additional funds in the future by issuing equity securities or securities convertible into or exchangeable for equity securities, dilution of existing stockholders will result, and such securities may have rights, preferences and privileges senior to those of XCF Global’s Class A common stock. Future funding may not be available on favorable terms, if at all. In addition, if XCF Global undertakes debt financing, the terms of any debt arrangements may include restrictive covenants or other terms that may impose burdens on its ability to operate. If funding is insufficient at any time in the future and XCF Global is unable to generate sufficient revenue from its operations to fund its operations, repay outstanding indebtedness, complete capital improvement projects consummate planned acquisitions, its results of operations, prospects and the value of its securities could be adversely affected. Currently, substantially all of New Rise’s assets are subject to liens relating to New Rise’s existing financing agreements. Those liens are likely to impact XCF Global’s ability to obtain additional debt financing and/or the terms available in connection with any debt financing.
XCF Global may fail to accurately forecast demand for SAF products, resulting in unexpected shortfalls or surpluses.
XCF Global expects to grow its business through a combination of construction of new production facilities and conversion of newly acquired existing facilities into SAF production facilities. Because of the time required to construct new production facilities and upgrade existing production facilities, XCF Global must make decisions regarding new construction, acquisitions and production facilities upgrades well in advance of when commercial production and sale of SAF products from those facilities will start. As a result, XCF Global may not accurately forecast demand for SAF products, which is critical to XCF Global’s growth plans. XCF Global may fail to accurately forecast demand due to several factors, many of which are outside of its control, including actions by its competitors, changes in market conditions, changes in government policies, environmental factors and adverse weather conditions. A shortfall or surplus in the supply of XCF Global’s SAF product may reduce its revenues, result in under-committing or overcommitting capital resources, damage its reputation and otherwise harm its business, results of operations and financial condition.
Competitiveness of XCF Global’s products depends largely on government incentives for renewable energy projects or other related policies that may change.
The competitiveness of XCF Global’s SAF products benefits, in part, from federal, state and local government incentives, including but not limited to RINs, LCFS credits in California and BTC, and other incentives to end users, distributors and manufacturers of renewable energy products, which promote the use of renewable energy. These government economic incentives could be reduced or eliminated altogether, or the categories of renewable energy qualifying for such government economic incentives could be changed. These renewable energy program incentives are subject to regulatory oversight and could be administratively or legislatively changed in a manner that could have a material adverse effect on XCF Global’s operations. Reductions in, changes to, or eliminations or expirations of, governmental incentives could result in lower demand for, and lower revenues from, XCF Global’s SAF product. Further, XCF Global’s ability to generate revenue from the various government economic incentives depends on its strict compliance with applicable federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with XCF Global’s judgments, otherwise determine that it is not in compliance, conduct reviews of its activities or make changes to the programs, then XCF Global’s ability to generate revenue from the economic incentives could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely, and XCF Global’s could also be subject to fines or other sanctions.
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In addition, XCF Global may be required to register its projects or qualify its products with the federal government, various states or other countries. Any cancellation or revocation or inability to renew those registrations and any delays in obtaining additional registration or qualification of XCF Global’s projects or products if needed could delay future revenues and could adversely affect its cash flows. XCF Global may also be required to obtain additional registrations, qualifications or licenses relating to New Rise Reno 2, Fort Myers, Wilson or any other future production facility. Further, XCF Global may need to make significant investments in its projects prior to receiving all registrations and/or qualifications. Failure of XCF Global’s projects or products to qualify for government economic incentives could have a material adverse effect on its business.
Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, airlines, other energy industry participants, and activists could adversely affect XCF Global’s business, financial condition and results of operations.
Parties with an interest in energy sources, including lawmakers, regulators, policymakers, other energy industry participants, environmental and advocacy organizations or other activists may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations and programs that promote renewable energy. Many of these parties have substantially greater resources and influence than XCF Global. Further, changes in U.S. federal, state or local political, social or economic conditions, including a lack of legislative focus on or inefficiencies within such programs and regulations, could result in their modification, delayed adoption or repeal. Any failure to adopt, delay in implementing, expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other energy sources over renewable energy, could adversely affect XCF Global’s business, financial condition and results of operations.
Several major airlines such as the member airlines of the Oneworld Alliance have announced goals for adopting SAF to meet their sustainability targets and reduce greenhouse gas emissions. These goals were announced as a result of guidelines established by certain governments and non-governmental organizations, such as the SAF Grand Challenge in the United States, Fit for 55 in the EU, and targets set by IATA. If these guidelines are scaled back, repealed, or are believed to be insufficient to support demand creation, then airlines may consider revising their own targets for SAF adoption and/or reduce their use of SAF. A change in sentiment and/or reduction in SAF usage would reduce the demand for XCF Global’s SAF product and negatively affect XCF Global’s revenues and financial results. Moreover, the current U.S. reliance on voluntary measures to incentivize SAF adoption may not be as competitive as compared to mandates introduced in the EU which could result in domestic SAF production decreasing available supply and impacting the ability for U.S. airlines to adopt SAF.
XCF Global continues to rely on the knowledge and involvement of several of its largest shareholders, and any lack of cooperation or failure to perform on their part could adversely affect its operations and strategic flexibility.
XCF Global continues to rely on Soule and EEME, two of its largest shareholder groups for certain funding and legacy knowledge of its New Rise Reno production facility, which they have gained through historical involvement in its development. Soule previously owned and operated New Rise Renewables, LLC (the predecessor to XCF Global, Inc.) through his ownership of RESC Renewables, LLC, and his wholly owned entity, Encore, served as the engineering procurement and construction contractor for the construction and subsequent conversion of the facility. As mentioned above, GL Part SPV I, LLC, GL Part SPV II, LLC, and EEME are all owned by Ms. Ladnier. Although Soule and Mr. Singal do not serve as executive officers, employees, or directors of XCF Global, Inc. or its subsidiaries, XCF Global continues to rely on their institutional knowledge, certain historical relationships with vendors and contractors, and familiarity with the New Rise facility. If Soule or Mr. Singal were to withdraw their support, restrict access to institutional knowledge, or pursue business activities that compete with or conflict with the XCF Global’s interests, its operations and financial and strategic flexibility could be adversely affected.
If XCF Global chooses to produce renewable fuels other than, or in addition to, SAF, it may not achieve the anticipated financial results.
XCF Global’s existing Reno production facility, New Rise Reno, and additional facilities that it may construct or convert to SAF production may be able to produce other renewable fuels, including renewable naphtha (a byproduct from SAF production), biodiesel, a renewable energy source which can be made from vegetable oils, recycled cooking
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oil and animal fats that is usually blended with petroleum diesel, and renewable diesel, a biofuel that is chemically equivalent to petroleum diesel and can be used as a “drop-in fuel” which means it can be used in existing diesel engines without the need for modification and transported in petroleum pipelines.
During the initial phase of production ramp-up of SAF, the Reno production facility operated at approximately 50% capacity. XCF Global’s New Rise Reno team has been reviewing the catalyst processing for SAF to meet nameplate capacity and, on June 1, 2026, announced the receipt of process catalyst at the facility. While ramp-up processes are being undertaken and until final acceptance, management has made the determination to temporarily produce renewable diesel which can be achieved at approximately 2,000 barrels per day, which is approximately 20% below nameplate capacity without any additional modifications to the facility. Although XCF Global currently expects to return to SAF production and produce SAF exclusively at its production facilities, there may be circumstances similar to the temporary production of renewable diesel at the New Rise Reno facility in which XCF Global decided to produce other renewable fuels in addition to, or instead of, SAF. Many of the risks associated with production and sale of SAF also apply to production and sale of biodiesel, renewable diesel or other renewable fuels. In addition, there may exist other risks associated with a change in XCF Global’s business model and in the production of renewable fuels other than SAF. Those risks may materially and adversely affect XCF Global’s business, and it may not achieve the financial results it anticipates.
XCF Global’s industry is competitive and marked by rapidly advancing technologies.
Currently, the number of SAF producers is limited. However, additional competitors are expected to enter the market, and competitiveness is expected to increase. Existing competitors and new market entrants may have significant competitive advantages over XCF Global, including greater operational experience and greater financial, research and development, manufacturing, management and marketing resources, more favorable access to feedstocks, greater brand recognition and stronger historical relationships with their customers. Competition may increase due to greater availability of capital for investment and increased interest in XCF Global’s industry, as more companies seek to facilitate the development of renewable fuels. XCF Global’s competitors may succeed in developing, acquiring or licensing technologies that are more effective or less costly than those XCF Global uses in the production of SAF. In addition, the products introduced by these competitors may be perceived by customers as having advantages over XCF Global’s SAF product, in terms of quality, price, availability or any combination of those factors. XCF Global’s failure to successfully compete may have a material adverse effect on its business, financial condition and results of operations and diminish its market share.
In addition, the fuel and chemical industries are characterized by rapid and significant technological change. XCF Global’s success may depend on its ability to maintain a competitive position with respect to technological advances, as technological advances introduced or adopted by its competitors and used in their SAF products may diminish demand for its SAF product. In addition, those technological advances may give XCF Global’s competitors significant pricing advantages if those advances allow them to produce SAF products on a more efficient and cost-effective basis. If XCF Global is unable to keep pace with technological change, its business, prospects and results of operations could be materially and adversely affected.
XCF Global’s financial results could vary significantly from quarter to quarter and are difficult to predict.
XCF Global’s financial results could vary significantly from quarter to quarter because of a variety of factors, many of which are outside of its control and are difficult to predict. As a result, comparing XCF Global’s results of operations on a period-to-period basis may not be meaningful. In addition, other factors that could cause XCF Global’s quarterly results of operations to fluctuate include:
• delays or greater than anticipated expenses associated with constructing new production facilities and upgrading acquired existing production facilities;
• fluctuations in the prices or availability of the feedstocks required to produce SAF products;
• timing of XCF Global’s capital expenditures, particularly with respect to construction of new production facilities and upgrading acquired existing production facilities;
• changes in general economic, industry and market conditions;
• business interruptions, particularly in operations at XCF Global’s production facilities;
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• the development of new technologies or similar products by others and any effect on XCF Global’s pricing or demand for its SAF products; and
• changes in governmental, accounting and tax rules and regulations, environmental, health and safety requirements, and other rules and regulations.
Due to these and other factors, XCF Global’s financial results for any quarterly or annual period may not meet its expectations or the expectations of its investors and may not be meaningful indications of its future performance.
Economic conditions and trends in the business cycles of the airline industry will impact XCF Global’s business and operating results.
The primary end-users of SAF are companies operating fleets of jet aircraft, particularly commercial airlines. The overall demand for SAF is driven by fluctuations in end-user demand, which largely depends on general macroeconomic conditions in the U.S. and globally. Most of the principal end-users of SAF also dependent on general economic conditions, including the price of fuel and energy, availability of affordable credit and capital, interest rates and consumer confidence and spending trends. Shifts in end-users businesses may result in significant fluctuations in demand, volumes, pricing and operating margins for XCF Global’s products.
Improvements in or new discoveries of alternative energy products or production technologies and/or government mandated use of such products or technologies, could have a material adverse effect on XCF Global financial condition and results of operations.
XCF Global’s business depends on the demand for SAF. As a result, any new products that are developed that could compete with the XCF Global’s SAF products, including alternative versions of SAF that might be perceived as preferable, or production technologies that may permit competitors to produce SAF more efficiently and economically, or governmental mandates to use those alternative products or production technologies or limit or prohibit XCF Global from using its production technologies could have a material adverse impact on its business, financial condition and results of operations.
XCF Global’s business is subject to operational and safety risks, including the risk of personal injury to employees and others.
XCF Global’s operations involve risks such as equipment defects, malfunctions and failures, chemical releases, possible fires or explosions and other risks that could potentially result in injury or death of employees and others, including employees of XCF Global’s service providers, a need to shut down or reduce operation of facilities, increased operating expense and exposure to liability for personal injury, pollution and other environmental damage, and property damage or destruction.
Despite comprehensive training, compliance and response and recovery programs, as well as equipment maintenance programs, XCF Global may incur substantial liabilities in excess of any applicable insurance, which may adversely affect its business, results of operations and financial condition. Any such incidents could also adversely affect XCF Global’s reputation. In addition, a major operational failure, even if suffered by a competitor, may bring enhanced scrutiny and regulation of the industry, which could result in increases in XCF Global’s operating expenses.
XCF Global may be subject to citizen opposition and negative publicity due to public concerns over its operations and planned future operations.
High levels of public concern exist over fuel production operations, including with respect to the location and operation of transfer, processing and storage facilities. Part of XCF Global’s business strategy is to increase its production capacity through the construction of new production facilities and the acquisition of existing production facilities to be upgraded and converted into SAF production facilities. Zoning, permit and licensing applications and proceedings, as well as regulatory enforcement proceedings, are all matters open to public scrutiny and comment. Accordingly, from time to time, XCF Global may be subject to citizen opposition and publicity which may damage its reputation and delay or limit the planned expansion and development of future facilities or operations or impair its ability to renew existing permits, any of which could prevent it from implementing its growth strategy and have a material adverse effect on its business, financial condition or results of operations.
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XCF Global’s insurance policies do not cover all losses, costs or liabilities that it may experience, and XCF Global may be unable to maintain adequate insurance coverage.
XCF Global’s business involves various risks, including claims for causing damage to property and injuries to persons that may include allegations of negligence or professional errors or omissions. Such claims could be substantial. If XCF Global is unable to obtain adequate or required insurance coverage, or if such insurance is not available at affordable rates, XCF Global could be in violation of its permit conditions and other requirements of the environmental laws, rules and regulations under which it operates. Such violations could render XCF Global unable to continue certain operations or operate certain assets, which may significantly impair its financial condition.
XCF Global’s policies do not cover all of its potential losses, costs or liabilities. XCF Global could suffer losses for uninsurable or uninsured risks, or in amounts in excess of its existing insurance coverage, which would significantly affect its financial performance. XCF Global’s insurance policies may have deductibles and self-retention limits that could expose XCF Global to significant financial expense. XCF Global’s ability to obtain and maintain adequate insurance may be affected by conditions in the insurance market over which it has no control. In addition, because key aspects of XCF Global’s operations will depend on its service providers, XCF Global may be exposed to additional risks in the event that its service providers do not maintain adequate insurance coverage and, in the event of any adverse occurrence or loss, a third party may pursue claims against XCF Global in addition to the service providers. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on its business, financial condition and results of operations. If adequate insurance coverage is not available or not available on economically acceptable terms, XCF Global’s business would be materially and adversely affected.
The litigation environment in which XCF Global operates poses a significant risk to its businesses.
XCF Global has been involved, and may in the future become involved, from time to time, in lawsuits in the ordinary course of its business. Although XCF Global has not experienced any losses to date that have had a material adverse effect its operation, XCF Global may experience negative outcomes in such lawsuits in the future. Any such negative outcomes could have a material adverse effect on its business, liquidity, financial condition and results of operations. XCF Global evaluates litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, XCF Global establishes reserves and disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of judgment. Actual outcomes or losses may differ materially from such assessments and estimates. The settlement or resolution of such claims or proceedings may have a material adverse effect on XCF Global’s results of operations. In addition, judges and juries in certain jurisdictions have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage and other tort cases. The litigation environment in these areas poses a significant business risk to XCF Global and could cause a significant diversion of management resources, which may have a material adverse effect on its financial condition, results of operations and cash flows.
Certain XCF Global’s significant stockholders are involved in litigation which could make it more difficult to obtain additional funding.
Majique Ladnier is the sole member of GL Part SPV I, LLC, GL Part SPV II, LLC and EEME Energy SPV I LLC and has sole voting and investment authority over the shares of XCF Global’s common stock owned by those entities. Ms. Ladnier and her husband, Suneet Singal, are defendants to certain litigation discussed under the heading “Certain Relationships and Related Person Transactions of XCF Global — Related Party Transactions — Certain Litigation Involving GL’s Sole Member and a GL Related Party.” While XCF Global is not a party to or involved in such litigation in any way, it may be indirectly affected by such litigation and such litigation could have an adverse impact on XCF Global’s ability to obtain additional funding and/or the terms available in connection with any such funding.
XCF Global’s and its service provider’s respective information technology systems could suffer interruptions, failures or breaches, disrupting operations.
XCF Global’s information technology systems, some of which depend on services provided by third parties, serve an important role in the operation of its business. In addition, XCF Global depends on certain service providers’ systems to provide critical services for its operations. These systems could be damaged or cease to function properly due to
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several causes, such as catastrophic events, power outages, security breaches, computer viruses or cyber-based attacks. To date, neither XCF Global nor, to its knowledge, its critical service providers have been materially impacted by such events. However, continually evolving threats mean that XCF Global and its third-party information technology systems service providers and its operations service providers must continually evaluate and adapt their respective systems and processes and overall security environment. Any significant future compromise or breach of data security, whether external or internal, or misuse of customer, supplier or company data, could result in significant costs, operational disruptions, lost sales, fines, lawsuits, and damage to XCF Global’s reputation. There is no guarantee that these measures will be adequate to safeguard against all data security breaches, system compromises or misuses of data. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to XCF Global’s business, compliance with those requirements could also result in additional costs.
Competitors that produce part or all of their own supply of feedstocks may have a competitive advantage.
XCF Global competes with many renewable fuels producers, including producers of biodiesel, renewable diesel and SAF, for available supplies of feedstocks. XCF Global does not produce any feedstocks. By contrast, some of its competitors now obtain, or may in the future obtain, a portion or all of their feedstocks from their own production. Competitors that have their own feedstocks production may be better positioned to withstand feedstock shortages or periods of depressed prices for their products.
Uncertainty and illiquidity in the capital markets may impair XCF Global’s ability to obtain equity or debt financing.
XCF Global’s ability to obtain equity or debt financing depends in large measure on the state of the capital markets, over which it has no control. XCF Global’s ability to access the capital markets may be restricted at a time when it would like, or need, to access those markets, which could constrain its flexibility to react to changing economic and business conditions. In addition, the cost and availability of debt and equity financing may be adversely impacted by unstable or illiquid market conditions. Protracted uncertainty and illiquidity in these markets also could have an adverse impact on XCF Global’s lenders or customers, preventing them from meeting their obligations.
XCF Global has substantial indebtedness and expects that at least part of its future financing needs will involve incurring additional indebtedness.
XCF Global has a significant amount of outstanding indebtedness. In addition, XCF Global expects that at least part of its anticipated future financing requirements will be funded by the issuance of debt securities, obtaining lines of credit or project-based debt financing or other arrangements that will involve incurring additional indebtedness.
XCF Global’s indebtedness could have important consequences and significant effects on its business. For example, indebtedness could:
• increase XCF Global’s vulnerability to adverse changes in general economic, industry and competitive conditions;
• require XCF Global to commit a substantial portion of its cash flow from operations to make payments on its indebtedness, which would reduce the availability of cash flow to fund working capital, capital expenditures and other general corporate purposes;
• limit XCF Global’s ability to pursue certain business opportunities;
• make it more difficult to satisfy XCF Global’s financial obligations;
• place XCF Global at a competitive disadvantage compared to its competitors that have less debt obligations; and
• limit XCF Global’s ability to borrow additional funds for working capital, capital expenditures, capital improvements, acquisitions, debt service requirements or execution of its business plan.
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XCF Global is in default under certain unsecured loan agreements due to the non-payment of scheduled principal and/or interest amounts.
As part of the acquisition of the Fort Myers and Wilson facilities, Legacy XCF assumed an unsecured debt of $1,519,625. As of the date of this filing, XCF Global is in default under certain of these unsecured loan agreements due to the non-payment of scheduled principal and/or interest amounts and, although the holder has not yet exercised its rights, it could call the note or take other action at any time. The affected loans have an aggregate principal balance of approximately $983,750 and interest payable of approximately $535,875 and carry maturities ranging from 2021 to 2024. No payments have been made as of the date of this joint proxy statement/prospectus on these obligations.
XCF Global is actively engaged in discussions with the affected lenders regarding potential amendments, forbearance arrangements, or restructuring of the outstanding obligations, but it cannot guarantee that such discussions will result in a favorable outcome or a waiver of the existing defaults. As of the date of this filing, the lenders have not taken any formal enforcement actions.
If XCF Global is unable to resolve the status of these defaults, there could be a range of adverse consequences, including, but not limited to:
• acceleration of repayment obligations, at the lenders’ discretion;
• imposition of penalty interest rates or fees;
• restrictions on XCF Global’s ability to access future financing; and
• negative impacts on XCF Global’s credit profile and vendor relationships.
XCF Global’s ability to continue funding operations, meet upcoming working capital requirements and pursue its strategic initiatives depends on resolving the loan defaults, securing additional financing, and/or generating sufficient cash flows from operations. There can be no guarantee that XCF Global will be able to do so in an efficient or timely manner, or at all. Failure to resolve the loan defaults could have a material adverse effect on XCF Global’s business, results of operations, financial condition, prospects and reputation.
XCF Global may fail to retain key personnel or attract additional qualified personnel.
XCF Global depends upon the continued availability and commitment of key management, including its chief executive officer, Christopher Cooper, and chief financial officer, William Dale. The loss of any such members could negatively impact business operations. From time to time, XCF Global may need to identify and retain additional skilled management and specialized technical personnel to efficiently operate the business. Recruiting and retaining qualified personnel is critical to XCF Global. If XCF Global is not successful in attracting and retaining qualified personnel, its ability to execute its business plan and growth strategy could be affected, which could have a material adverse impact on its profitability, results of operations and financial condition.
XCF Global may be unable to manage its growth and successfully expand its operations successfully.
XCF Global’s future success depends on its ability to manage the rapid growth anticipated in its business plan, including the expected organic growth and growth through the construction of additional production facilities and acquisitions. XCF Global’s ability to effectively manage its anticipated growth and expansion requires, among other things, XCF Global to:
• effectively scale its operations;
• enhance its operational, financial and management controls and infrastructure, human resources policies, and reporting systems and procedures;
• maintain and expand its supplier, customer and vendor relationships;
• effectively manage its key service providers;
• successfully identify, recruit, hire, train, maintain, motivate and integrate additional employees; and
• effectively manage and maintain its corporate culture.
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These undertakings require significant capital expenditures and allocation of valuable management and employee resources, and XCF Global’s may place a strain on its operational, financial and management infrastructure. XCF Global cannot guarantee it will be able to do so efficiently or in a timely manner, or at all. XCF Global’s failure to effectively manage growth and expansion could have a material adverse effect on its business, results of operations, financial condition, prospects and reputation.
XCF Global’s international growth strategy includes, among other things, licensing its proprietary modular facility design and intellectual property to third parties.
XCF Global intends to license its proprietary modular facility design and intellectual property to third parties in international jurisdictions. While this model supports capital-efficient expansion and technology dissemination, it exposes XCF Global to several execution and operational risks, including:
• regulatory uncertainties in foreign markets — local permitting, environmental, tax, and trade regimes may differ substantially from U.S. standards, potentially delaying development timelines or increasing costs;
• dependence on partner performance — the success of licensed facilities hinges on the capabilities of external licensees, over whom XCF Global may have limited oversight or control;
• intellectual property protection challenges — licensing in foreign jurisdictions can heighten risks of unauthorized technology use or IP infringement; and
• reputational and financial exposure — any issues experienced by international licensees (e.g., delays, accidents, regulatory violations) may negatively impact XCF Global’s reputation or expose it to contractual liabilities.
If these risks materialize, XCF Global could face delays in international rollout, suffer financial losses or incur additional costs, which could adversely affect its growth objectives and financial condition.
XCF Global may be unable to protect its intellectual property rights, or if others use its technology without authorization, its competitive position could be materially harmed.
XCF Global’s success depends, in part, on its ability to protect proprietary technology, processes and know-how relating to the design and operation of SAF facilities. XCF Global relies on a combination of intellectual property protections, contractual rights and trade secret safeguards to maintain its competitive advantage. However, these measures may not prevent third parties, including potential competitors, from misappropriating or independently developing similar technologies.
If competitors, including other developers, are able to use XCF Global’s modular design technology or related processes without authorization, they may be able to build competing SAF facilities, eroding XCF Global’s market position and adversely affecting its revenues and profitability. Defending XCF Global’s intellectual property rights may require costly and time-consuming litigation or arbitration, and XCF Global cannot assure you that it would prevail in such proceedings or that it could adequately prevent unauthorized use. In addition, some jurisdictions may offer less robust intellectual property protections than the United States, limiting XCF Global’s ability to enforce its rights globally.
Any failure to adequately protect XCF Global’s intellectual property, or any unauthorized use by others, could materially and adversely impact its competitive position, financial condition and results of operations.
XCF Global may be negatively impacted by inflation.
Increases in inflation could impact the commodities markets generally, the overall demand for XCF Global’s products, its costs for feedstocks, labor, material and services and the margins XCF Global is able to realize on its products, all of which could have an adverse impact on its business, financial position and results of operations. Inflation has resulted in higher interest rates, and further increases in interest rates could adversely affect its future ability to obtain financing or materially increase the cost of any additional financing.
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Declines in XCF Global’s anticipated profitability could result in the impairment of its assets.
XCF Global is not expected to hold material amounts of long-lived assets on its balance sheet. A decline in expected profitability of one or more of production facilities or a decline in the demand for SAF could call into question the recoverability of XCF Global’s long-lived assets and require XCF Global to write down or write off these assets. Such an occurrence could have a material adverse effect on XCF Global’s results of operations and financial position.
Risks Relating to DevvStream’s Business
Unless otherwise indicated herein or unless the context otherwise requires, the terms “we,” “us,” “our” and the “Company” in this “Risks Relating to DevvStream’s Business” subsection refers to DevvStream.
We may be unable to enforce or recover under certain carbon credit purchase agreements.
Our ability to recognize value from carbon credit purchase agreements depends on counterparties delivering contracted credits. In certain cases, including our Paytech Ipixuna transaction, delivery has been delayed or disputed. Failure to resolve such issues or enforce our contractual rights could adversely affect our results and asset values.
We have limited operating history and financial results, which make our future results, prospects and the risks we may encounter difficult to predict. We have not generated any revenue to date.
We have a limited operating history upon which you can evaluate our business and prospects. We have never generated any revenue and are subject to business risks and uncertainties associated with starting a new business, including the risk that we will not achieve our financial objectives as estimated by our management. Since our formation in 2021, our operations to date have been limited primarily to organizing and staffing our company, business planning, raising capital, making carbon credits streaming project investments and signing contracts for the generation and sale of carbon credits. In addition, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the renewable energy industry.
The nature of our operations is highly speculative and there is a consequent risk of loss of investment. The success of our activities will depend on management’s ability to implement its strategy and on the availability of opportunities related to carbon credit trading, stream agreements for carbon credits, and greenhouse gas emission avoidance, reduction, and sequestration programs; government regulations; commitments to reduce greenhouse gas emissions by corporations, organizations, and individuals; and general economic conditions. There is no certainty that anticipated outcomes and sustainable revenue streams will be achieved and there is no certainty that we will continue to successfully make acquisitions of carbon credits, streams, or other interests, or that current or future carbon credits, streams, or other interests acquired by us will be profitable. In particular, our future growth and prospects will depend on our ability to expand our portfolio of investments while at the same time maintaining effective cost controls. Any failure to expand would have a material adverse effect on our business, financial condition, and results of operations. Because of the uncertainties and risks associated with these activities, we are unable to accurately and precisely predict the timing and amount of revenues, the extent of any further losses or if or when we might achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.
Our failure to become and remain profitable may depress the market price of our common shares and could impair our ability to raise capital, expand our business, or continue our operations. If we continue to suffer losses as we have in the past, investors may not receive any return on their investment and may lose their entire investment.
We have incurred significant losses and expect to incur additional expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability.
We have incurred significant operating losses. Our operating losses were $12,067,231 and $9,871,748 for the years ended July 31, 2025 and 2024, respectively. We may continue to incur operating losses in the future as we expect to incur additional costs as we develop our business and expand our portfolio of investments, which may be more costly than we expect and may not result in increased revenue, profits or growth in our business. Such costs include increased overhead costs, marketing and promotion costs, general and administrative expenses and costs associated with operating as a public company. Other unanticipated costs may also arise. Our ability to continue as a going
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concern will depend on the completion of the Business Combination Agreement or our ability to obtain sufficient funding from other sources. Our financial statements for the years ended July 31, 2025 and 2024 do not include any adjustments that might result from the outcome of this uncertainty and have been prepared on a basis that assumes we will continue as a going concern, as described in the notes to our financial statements included elsewhere in this Annual Report.
We have not yet started delivering carbon credits to any current or potential partners, making it difficult to predict our future operating results, and we believe that we will continue to incur operating losses until at least the time we begin delivering carbon credits. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability.
We expect our operating expenses to increase as we further develop our business. We expect the rate at which we incur losses will be higher as we engage in the following activities:
• researching potential carbon credit screening impact investments and project management opportunities, including conducting third-party feasibility studies as part of the project due diligence process;
• providing project management services, including initial program development, validation, registry listing, any ongoing data collection, and fees charged by registries for credit issuance, transfer or retirement;
• purchasing carbon credits generated by ongoing carbon credit streams (in cases where we have not purchased such carbon credits outright, without the need for additional consideration);
• attracting and retaining buyers to purchase the carbon credits, through direct sales or on carbon credit marketplaces; and
• increasing its general and administrative functions to support its growing operations and its responsibilities as a U.S.-listed public company
Because we will continue to incur the costs and expenses from these efforts before we receive any associated revenue, our losses in future periods could be significant. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in the revenue we anticipate, which would further increase our losses. Furthermore, if our future growth and operating performance fails to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations.
We may lack sufficient funds to achieve our planned business objectives and may seek to raise further funds through equity or debt financing or other means. An inability to access the capital or financial markets may limit our ability to fund our ongoing operations and execute our business plan to pursue investments that we may rely on for future growth.
We have had negative cash flow from operations since our inception on August 27, 2021. We will operate at a loss until we are able to realize cash flow from our investments or carbon management contracts. We may require additional financing to fund the business, business expansion, and/or negative cash flow. Our ability to arrange such financing in the future will depend, in part, upon prevailing capital market conditions, as well as business success. There can be no assurance that we will be successful in our efforts to arrange additional financing on satisfactory terms, or at all. We cannot predict with certainty the timing or amount of any such capital requirements. If additional financing is raised by the issuance of shares from treasury, control of our company may change, and the shareholders may suffer additional dilution. If adequate funds are not available, or are not available on acceptable terms, we may not be able to operate our business at maximum potential, to expand or to take advantage of other opportunities.
If the assumptions used to determine our market opportunity are inaccurate, our future growth rate may be affected and the potential growth of our business may be limited.
Market opportunity estimates and growth strategies are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, and as such the estimates of growth included in this annual report may prove to be inaccurate and may not be indicative of future growth. As the royalty and stream
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financing model is relatively new in the carbon credit industry, it may not gain acceptance or experience widespread growth. The majority of our current investment opportunity pipeline represents an estimate by management based on potential transactions which remain under various states of non-binding proposals and negotiations. To date, we have entered into seven definitive agreements and one offtake agreement. There can be no assurance that we will be able to enter into further definitive agreements for or complete the acquisition of, all or any other investments identified in our opportunity pipeline, or successfully monetize any carbon credits we may acquire. Further, our estimate of the total addressable market may not prove to be accurate and, even if the estimate of market opportunity and growth strategy does prove to be accurate, we could fail to capture a significant portion, or any portion, of the available market.
If demand for carbon credits does not grow as expected or develops more slowly than expected, our revenues may stagnate or decline and our business may be adversely affected.
The demand for, and the market price of, carbon credits can be adversely affected by any number of factors, including the implementation of lower emission infrastructure, an increase in the number of projects generating carbon credits, invention of new technology that assists in the avoidance, reduction or sequestration of emissions, increased use of alternative fuels, a decrease in the price of conventional fossil fuels, increased use of renewable energy, and the implementation and operation of carbon pricing initiatives such as carbon taxes and emissions trading systems (“ETSs”). There can be no assurance that carbon pricing initiatives or compliance or voluntary carbon markets will continue to exist. Carbon pricing initiatives may be subject to policy and political changes and may otherwise be diminished, terminated or not renewed upon their expiration. In addition, the demand for carbon credits is driven by the social and political demand to reduce greenhouse gas emissions globally. Any decrease in such social and political demand could limit opportunities in the marketplace for carbon credits and decrease the price of carbon, which would have a material adverse effect on our business, financial condition, and results of operations.
The carbon credit market is competitive, and we expect to face increasing competition in many aspects of our business, which could cause operating results to suffer.
There are many organizations, companies, non-profits, governments, asset managers and individuals that are buyers of carbon credits, or rights to or interest in carbon credits, and there is currently a limited supply of carbon credits, projects to generate future carbon credits and investment opportunities in carbon credits. We expect competitors to enter the carbon credit streaming space, and that many of these competitors will be larger, more established companies with substantial financial resources, operational capabilities, and long track-records in carbon markets. In the future, we may be at a competitive disadvantage in investing in carbon projects, acquiring carbon credits or interests in carbon credits, whether by way of purchases in carbon markets, streams, or other forms of investment, as our future competitors may have greater financial resources and technical staff. Accordingly, there can be no assurance that we will be able to compete successfully against other companies in building a portfolio of carbon credits and carbon credit-related investments. Our inability to acquire carbon credits and streams may result in a material and adverse effect on our profitability, results of operation and financial condition.
The carbon market is an emerging market and its growth is dependent on the development of a commercialized market for carbon credits.
From a global perspective, the market for carbon credits continues to be at a nascent stage. However, there can be no guarantee that the development of carbon markets will continue to occur at the expected rate or at all. Any such delay or failure to further develop a commercialized market could reduce demand for carbon credits or streams, which would significantly harm our expected revenues. Further, we may be unable to recover any losses or expenses incurred, or which we expect to continue to incur, in our investments in or related to carbon credits.
Because our business is significantly concentrated in carbon credits and the carbon market, we are susceptible to adverse economic or regulatory occurrences materially and adversely affecting our performance.
Our business is to invest in carbon credits, and businesses or investments related to carbon credits, and we have only invested in carbon credits streaming projects to date. Adverse events affecting the development and operation of our carbon credits streaming projects may have a material adverse effect on our profitability, financial condition and results of operations. While we intend to continue entering into stream arrangements and investments in a large number of carbon
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credits with exposure to a wide variety of projects and attributes, we can provide no assurances that we can achieve such diversification. We expect that, at the very least in the near-term, we will continue to have a significant portion of our assets dedicated to a small number of carbon credit projects, businesses and investments related to carbon credits.
Even if we achieve diversification with respect to our carbon credit investments, our investment portfolio will be more at risk to adverse economic or regulatory occurrences affecting carbon credits generally than an investment fund that holds a diversified portfolio of securities, given our concentration in the carbon credit and carbon market space.
We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and the market price of our common shares.
While we and our independent registered public accounting firm did not and were not required to perform an audit of our internal control over financial reporting, in connection with the audit of our 2023 consolidated financial statements, we identified control deficiencies in the design and operation of our internal control over financial reporting that constituted a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.
We did not design or maintain an effective control environment commensurate with financial reporting requirements. Specifically, we did not consistently have documented evidence of review procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, and reconciliations. These control deficiencies could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our financial results that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute a material weakness.
We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills, which may be costly and time consuming. With additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness through the implementation of appropriate segregation of duties, formalization of accounting policies and controls and retention of appropriate expertise for complex accounting transactions. We will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time.
We cannot assure you that the measures we have taken to date and those we expect to take in the future will be sufficient to remediate the material weakness we identified or avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate the material weakness in a timely manner, there could continue to be a reasonable possibility that this material weakness or other control deficiencies could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis, which could in turn cause the market price of our common shares to decline significantly and make raising capital more difficult. If we fail to remediate our material weakness, identify future material weaknesses in our internal control over financial reporting or fail to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act of 2002 (“SOX”), we may be unable to accurately report our financial results or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Section 404 of SOX could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. If additional material weaknesses exist or are discovered in the future, and we are unable to remediate any such material weakness, our reputation, results of operations and financial condition could suffer.
If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.
We are dependent upon the continued availability and commitment of our key management, including Sunny Trinh, Chris Merkel, and David Goertz. The loss of any such members could negatively impact business operations. From time to time, we will also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate the business. The number of persons experienced in carbon markets and the origination, registration, selling and trading of carbon credits is limited, and competition for such persons can be intense. In addition, the
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number of persons skilled in structuring streams is limited. Recruiting and retaining qualified personnel is critical to our success and there can be no assurance of such success. If we are not successful in attracting and training qualified personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse impact on our profitability, results of operations and financial condition.
Increased scrutiny of ESG matters, including our completion of certain ESG initiatives, could have an adverse effect on our business, financial condition and results of operations, result in reputational harm and negatively impact the assessments made by ESG-focused investors when evaluating us.
We are increasingly facing more stringent ESG standards, policies and expectations, and expect to continue to do so as a listed company following the Closing with growing operations. Companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential investors and rating agencies, related to their ESG and sustainability practices. We generally experience a strong ESG emphasis among our customers, partners and competitors. Some of these stakeholders maintain standards, policies and expectations regarding environmental matters (e.g., climate change and sustainability), social matters (e.g., diversity and human rights) and corporate governance matters (e.g., taking into account employee relations when making business and investment decisions, ethical matters and the composition of the board of directors and various committees). There is no guarantee that we will be able to comply with applicable ESG standards, policies and expectations, or that we will, from the perspective of other stakeholders and the public, appear to be complying with such ESG standards, policies and expectations. If we do not adapt to or comply with investor or other stakeholder standards, policies, or expectations on ESG matters as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to growing concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected.
While we may at times engage in or prepare voluntary ESG initiatives and disclosures to respond to stakeholder expectations or to improve our ESG profile, such initiatives and disclosures may be costly and may not have the desired effect. Expectations regarding our management of ESG matters continue to evolve rapidly, in many instances due to factors that are beyond our control. For example, we may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, cost, or other constraints, which may be within or outside of our control. Moreover, our ESG actions or statements may be based on expectations, assumptions, or third-party information that we currently believe to be reasonable, but which may subsequently be determined to be erroneous or be subject to misinterpretation. If we fail to, or are perceived to fail to, implement certain ESG initiatives or achieve certain ESG objectives, we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary. Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions. Unfavorable ESG ratings could lead to increased negative investor sentiment towards us or our industry and to the diversion of investment to other industries, which could negatively impact our share price as well as our access to and cost of capital.
Moreover, because of the industry we are in, any of our operational or strategic efforts may be viewed as relating to our ESG initiatives and, even if those initiatives are undertaken voluntarily, they may still be viewed as relating to our operational and strategic efforts. This means that if we fail, or are perceived to fail, to implement certain ESG initiatives or achieve certain ESG objectives it could have a disproportionately negative impact on our business.
Actual or perceived failure to comply with ESG standards may detrimentally affect our business in a variety of ways. Among others, we could face challenges with procuring investments and financing, whether for general business purposes or for specific projects, and we could have difficulty attracting or retaining employees. Accordingly, failure to establish a sufficiently strong ESG profile relative to our peers could limit our ability to generate and successfully utilize business opportunities. We also note that divergent views regarding ESG principles are emerging in the U.S., and in particular, in U.S. state-level regulation and enforcement efforts. In the future, various U.S. regulators, state actors and other stakeholders may have views on ESG matters, the renewable energy industry, the energy transition or our business that are unfavorable to our business or operations, or such stakeholders may seek to impose additional regulation and restrictions on us or our business. Any such events could have material adverse effects on our business, financial condition, results of operations, cash flow and prospects.
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We also expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters. We may be subject to ESG or sustainability-related regulation in multiple jurisdictions, including the U.S., and complying with these regulations in multiple jurisdictions may increase the complexity and cost of our compliance efforts. Moreover, increased regulation and increased stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Additionally, many of our customers and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.
Our ability to realize projects could be impaired if we fail to adhere to common ESG standards in our industry. Moreover, such failure could result in reputational damage for us among both potential customers and investors. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.
The market price of our common shares is subject to the price of carbon credits and may decline regardless of our operating performance.
The principal factors anticipated to affect the price of our common shares are factors that may affect the price of carbon credits and are thus beyond our control. The price at which the shares are traded will be influenced by a number of factors, some specific to us and some which may affect listed companies generally. These factors could include our performance, legislative and regulatory changes and general economic, political or regulatory conditions, including the level of commitment to the goals of the United Nations-sponsored Paris Agreement by both governments and corporations and other private and public initiatives aimed at reducing greenhouse gas emissions. Changes in government priorities as a result of government deficits or as a result of changes in the prevailing views concerning the impact of greenhouse gases on climate change could adversely affect the demand for carbon credits and thereby their price. Interpretation and enforcement of environmental legislation will vary by country and is subject to sudden change. Carbon credit prices will also be influenced by infrastructure and technological advances in reducing and sequestering greenhouse gas emissions, and the economics associated with those activities. There can be no assurance that continual fluctuations in the price of carbon credits will not occur. In addition, carbon credits are traded in both the compliance and voluntary markets and the price for a carbon credit varies according to not only the market on which it is traded, but also according to its type, location, vintage, accreditation, and additional social and environmental attributes. It is likely that the market price for our carbon credits will be subject to market trends generally.
Our due diligence process in connection with acquisitions, investments or streaming arrangements that we undertake may not reveal all relevant facts in connection with an acquisition, investment or streaming arrangement.
Before making any decision, we will conduct, or have independent consultants conduct, due diligence investigations that we deem reasonable and appropriate based on the facts and circumstances applicable to each acquisition, investment, or streaming arrangement. When conducting due diligence investigations, we may be required to evaluate important and complex business, environmental, financial, tax, accounting, regulatory, technical, and legal issues. Outside consultants, legal advisors, accountants, and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence investigations and making an assessment regarding an acquisition, investment or streaming arrangement, we rely on resources available, including information provided by the target of the acquisition or investment, the parties to the streaming arrangement and, in some circumstances, third party investigations. The due diligence investigations that are carried out with respect to any opportunity may not reveal or highlight all relevant facts that may be necessary.
We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business.
As part of our business strategy, we may seek to grow by acquiring companies and/or assets or establishing joint ventures that we believe will complement our current or future business. Acquisition transactions involve inherent risks, including but not limited to: accurately assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; ability to achieve identified and anticipated operating and financial synergies; unanticipated costs; diversion of management attention; potential loss of our key employees or key employees of any business acquired; unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; and decline in the value of acquired assets, companies or
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securities. Any one or more of these factors or other risks could cause us not to realize the anticipated benefits of an acquisition of assets or companies and could have a material adverse effect on our financial condition. We may not effectively select acquisition candidates or negotiate or finance acquisitions or integrate the acquired businesses and their personnel or acquire assets for our business. We cannot guarantee that we can complete any acquisition we pursue on favorable terms, or that any acquisitions completed will ultimately benefit our business.
Our long-term success depends, in part, on properties and assets developed and managed by third-party project developers, owners and operators.
Carbon credits we receive are derived from projects that are operated by third parties. These third parties will be responsible for determining the manner in which the relevant properties are developed, operated and managed, including decisions that could expand, continue or reduce the number of carbon credits generated from a property or an asset. As a holder of streams or other interests, we may have little or no input on such matters. Our interests and those of third parties on the relevant properties or assets may not always be aligned. For example, in some cases, it may be in our best interest to advance development as rapidly as possible to maximize the receipt of near-term carbon credits, while third-party project developers, owners and operators may, in many cases, take a more cautious approach to development as they assume risk on the cost of development and operations. Our inability to control the operations of the properties or assets in which we have a stream or other interest may have a material adverse effect on our profitability, results of operation and financial condition.
We may have limited access to data and disclosure regarding the operations or projects for which we are not developer, owner or operator. This limited access may restrict our ability to assess the value and performance of our operations.
As a holder of streams and other non-operator interests, we do not serve as the project developer, owner or operator, and in almost all cases, we have no input into how the project is developed or the operations are conducted. As a result, we have limited access to data in the operations or to the actual projects themselves. This could affect our ability to assess the value of our streams or enhance their performance. This could also result in delays in the receipt of carbon credits we anticipate based on the stage of development of the applicable properties or assets covered by our streams. In addition, some streams may be subject to confidentiality arrangements which govern the disclosure of information regarding streams, and as such, we may not be in a position to publicly disclose non-public information with respect thereto. The limited access to data and disclosure regarding the operations of the properties or assets in which we have an interest may restrict our ability to assess the value or enhance our performance, which may have a material adverse effect on our profitability, results of operation and financial condition.
Our streams are largely contract-based and the terms of such contracts may not be honored by developers or operators of a project.
Streams are largely contract-based, and the terms of which may be subject to interpretation or technical defects. To the extent grantors of streams and other interests do not abide by their contractual obligations, we may be forced to take legal action to enforce our contractual rights. Further, not all project developers, owners or operators are credit worthy. Such litigation may be time consuming and costly, and there is no guarantee we will succeed. If such litigation leads to an adverse decision to us, our profitability, results of operations and financial condition could be materially adversely affected.
We may acquire future streams in which we have limited control and our interests in such streams may be subject to transfer or other related restrictions.
Future streams may be subject to: (i) buy-down right provisions pursuant to which an operator, developer, or property owner may buy back all or a portion of the stream; (ii) pre-emptive rights pursuant to which parties have the right of first refusal or first offer with respect to a proposed sale or assignment of the stream; or (iii) claw back rights pursuant to which the seller of a stream has the right to re-acquire the stream. Holders of these rights may exercise them such that certain streams may not be available for acquisition by us or that streams held by us may be subject to buy-back rights or first refusal rights upon a sale.
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Physical and transition risks arising from climate change, including risks posed by the increased frequency or severity of natural and catastrophic events and regulations or policies related to climate change, may materially adversely affect our business and operations.
A natural disaster, or severe weather conditions, including in connection with climate change, or an accident that damages or otherwise adversely affects any of our current or future operations, assets, or third-party infrastructure could materially and adversely affect our business, financial condition and results of operations. Severe floods, droughts, lightning strikes, earthquakes, extreme wind conditions, severe storms, heatwaves, wildfires, monsoons and other unfavorable weather conditions or natural disasters (including those related to climate change) could disrupt the operation of our projects and may require us to make additional expenditures to mitigate the impact of such events.
The projects we enter into streaming agreements in connection with and/or otherwise invest in to generate carbon credits are subject to risks associated with natural disasters, which could result in temporary or permanent damage to, or destruction of, projects that generate carbon credits. Any such natural disasters could impact the ability of our counterparties to deliver carbon credits to us and therefore adversely affect the viability of any of our investments in such products and may result in a material and adverse effect on our profitability, results of operations and financial conditions. Various actions to mitigate our business risks associated with climate change and other natural and catastrophic events may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risk. For example, to the extent natural and catastrophic events or severe weather conditions become more frequent and intense, the availability or cost of materials may be adversely impacted and insurance and other operating costs may increase, which may increase the costs of our products and materially adversely affect our profitability, results of operations and financial condition.
The threat of global economic, capital markets and credit disruptions pose risks to our business.
In recent years, global economies have suffered dramatic downturns as a result of the COVID-19 pandemic, a deterioration in the credit markets and related financial crisis, and a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, inflation, ratings downgrades of certain investments and declining valuations of others. Governments in the United States and elsewhere have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets.
Our performance will depend on the financial health and strength of carbon credit markets and businesses or investments related to carbon credits, which in turn will be dependent on the economic conditions of the markets in which we and our customers operate. A decline in the global economy, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and other macroeconomic factors all affect the spending behavior of potential customers. The economic uncertainty in Europe, the United States, India, China and elsewhere arising out of increased monetary inflation may adversely impact our profitability and financial condition. Additionally, a global credit and liquidity crisis could adversely impact the cost and availability of financing and our overall liquidity. Volatility of carbon credit prices could materially and adversely impact our revenues, profits, losses, cash flow and the value of our carbon credit holdings, and continued recessionary pressures could adversely impact demand for carbon credits and our related investments.
Inflation could materially and adversely affect our business and results of operations.
The renewable energy industry has seen long periods of declining equipment costs, which may not continue, or may reverse. Inflation or the absence of cost decreases could adversely affect us by increasing the actual or expected costs of land, raw materials and labor, and other goods and services needed for our projects and investments, which may reduce project profitability. Future increases in actual or expected costs may have an adverse impact on our business, financial condition and results of operations.
Carbon markets, particularly the voluntary markets, are still evolving and there are no assurances that the carbon credits we purchase or generate through our investments will find a market.
The carbon credit market, particularly the voluntary markets, have experienced a high level of price and volume volatility. There is, or there may be in the future, a lack of liquidity for the purchase or sale of carbon credits. We may not be able to purchase or sell the volume of carbon credits as desired in a timely manner, at an attractive price, or at all. The pool of potential purchasers and sellers is limited, and each transaction may require the negotiation of specific
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provisions. Accordingly, a purchase or sale may take several months or longer to complete. In addition, as the supply of carbon credits is limited, we may experience difficulties purchasing carbon credits. The inability to purchase and sell on a timely basis in sufficient quantities could have a material adverse effect on our business, financial condition and results of operations.
We are subject to economic, political and other risks of doing business globally and in emerging markets.
Our investments may be focused in a particular country, countries, or region and therefore may be susceptible to adverse market, political, regulatory and geographic events affecting that country, countries or region. A significant proportion of our short-term and medium-term opportunities are located outside of North America. Such geographic focus may also subject us and our investments to a higher degree of volatility.
There is no guarantee that future political, or economic instability will not occur in countries in which we operate. The risks we may face with respect to any country where our current or future streams or investments may be located, include unforeseen government actions, acts of god, terrorism, hostage taking, military repression, extreme fluctuations in currency exchange rates, high rates of inflation, labor unrest, the risks of war or civil unrest, expropriation and nationalization, renegotiation or nullification of existing concessions, licenses, permits and contracts, changes in taxation policies, restrictions on foreign exchange and repatriation, and changing political conditions, currency controls, export controls, and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction or other events.
Further, emerging markets are subject to different risks as compared to more developed markets. Operating a business in an emerging market can involve a greater degree of risk than operating a business in more developed markets, including, in some cases, increased political, economic and legal risks. Emerging market governments and judiciaries often exercise broad, unchecked discretion and are susceptible to abuse and corruption. Moreover, financial turmoil in any emerging market country tends to adversely affect the value of investments in all emerging market countries as investors move their money to more stable, developed markets. Financial problems or an increase in the perceived risks associated with investing in companies in emerging economies could dampen foreign investment and adversely affect local economies in which we operate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets.
Any or all of these factors, limitations or the perception thereof could impede our activities, result in the impairment or loss of part or all of our interest in a stream or an investment, or otherwise have a material adverse effect on our valuation and the trading price of our securities.
Our insurance policies may be inadequate, may not cover all of our potential liabilities and may potentially expose us to uncoverable risks.
We cannot give any assurances that insurance coverage for some or all of the risks of loss in the carbon credit industry will be available on commercially reasonable terms, or at all, given the novelty of the industry. To the extent such insurance coverage is available, we cannot give any assurances that it will continue to be available on commercially reasonable terms, that all events that could give rise to a loss or liability are insured, reasonably insurable or that our insurers would be capable of honoring their commitments if an unusually high number of claims are made against their policies. Certain losses, including certain environmental liabilities and business interruption losses, are not ordinarily covered by insurance.
Fluctuations in foreign exchange rates may materially adversely affect our business.
Carbon credits are typically purchased in U.S. currency. Although we currently maintain, report our financial position and results and pay certain operating expenses in the U.S. currency, our functional currency is the Canadian currency. Fluctuation in the U.S. currency exchange rate relative to the Canadian currency could negatively impact the value of our securities. Investment in carbon credits and/or equity securities denominated in a currency other than Canadian currency will be affected by the changes in the value of the Canadian dollar in relation to the value of the currency in which the carbon credit or security is denominated. Because exchange rate fluctuations are beyond our control, there can be no assurance that such fluctuations will not have an adverse effect on our operations or on the trading value of our securities.
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We need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability to do so will materially adversely affect its business and results of operations.
To manage the expected growth of our operations and increasing complexity, we will need to improve its operational and financial systems, procedures, and controls and continue to increase systems automation to reduce reliance on manual operations. Any inability to do so will affect our business and results of operations. Our systems, procedures and controls may not be adequate to support our complex arrangements and the rules governing revenue and expense recognition for our operations and expected growth. Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect its relationships with its customers, cause harm to its reputation and brand and could also result in errors in its financial and other reporting. We expect that complying with these rules and regulations will substantially increase its legal and financial compliance costs and will make some activities more time-consuming and costly. These increased costs will increase our net loss and it cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements.
U.S. and Canadian investors may find it difficult or impossible to effect service of process and enforce judgments against us, our directors, and our executive officers.
We are incorporated under the laws of Alberta, Canada. As a result, it may be difficult for U.S. investors to realize in the United States upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws.
Similarly, certain directors of our reside outside of Canada. Consequently, it may not be possible for Canadian investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process. Furthermore, it may be difficult to realize upon or enforce in Canada any judgment of a court of Canada against the directors of the Company who reside outside of Canada since a substantial portion of the assets of such person may be located outside of Canada.
The Company Charter, together with the Company Bylaws, and Canadian laws and regulations applicable to the Company may adversely affect the Company’s ability to take actions that could be deemed beneficial to shareholders of the Company.
As a Canadian company, we are subject to different corporate requirements than a corporation organized under the laws of the United States. Our Charter, our Bylaws and the ABCA set forth various rights and obligations that are unique to us as a Canadian company. These requirements may limit or otherwise adversely affect our ability to take actions that could be beneficial to Company shareholders.
Risks Relating to DevvStream’s Legal, Compliance and Regulations
Our business and current and future operations are subject to liabilities and operating restrictions arising from regulatory requirements. We will be subject to regulatory requirements in multiple jurisdictions, which impose substantial compliance requirements on our operations. Our operating costs could be significantly increased in order to comply with new or more stringent regulatory standards in the jurisdictions in which we operate.
We are subject to, and may be adversely affected by changes in, regulatory requirements, customs, duties and other taxes in jurisdictions in which we operate, including Canada, the United States, and African countries. The costs associated with legal compliance may be substantial. In addition, possible future laws and regulations, changes to existing laws and regulations or more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspension of projects generating carbon credits and planned operations and delays in the development of projects generating carbon credits. Moreover, these laws and regulations may allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from environmental, health and safety impacts of the operations of projects generating carbon credits. Any failure by us or operators of projects in which we invest to comply with laws and regulators could lead to financial restatements, fines, penalties, loss, reduction or expropriation of entitlements, the imposition of additional local or foreign parties as joint venture partners with carried or other interests and other material negative impacts. Further, violations of environmental and other laws, regulations and permit requirements may also result in criminal sanctions or injunctions.
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Many foreign, federal, state and local environmental laws, regulations and permitting requirements will apply to projects generating carbon credits and could negatively impact our ability to generate carbon credits. Violations of these laws and permit requirements could also result in negative publicity for us, which, in turn, would have a material adverse effect on our business and results of operations.
From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and financial position.
We may, from time to time, be involved in various claims, legal proceedings and disputes arising in the ordinary course of business. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurances that any such exposure will not be material. If such disputes arise and we are unable to resolve these disputes favorably, it may have a material and adverse effect on our profitability, results of operations and financial condition. Such disputes may also negatively affect our reputation and divert management’s attention from operations.
It may be difficult for our stockholders to acquire jurisdiction and enforce liabilities against our assets based in international jurisdictions.
Some or all of our assets, as well as certain of our directors and officers, reside outside of the United States, including David Goertz, Michael Max Bühler and Stephen Kukucha. As a result, it may not be possible for certain stockholders to enforce their legal rights, to effect service of process upon our directors or executive officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and executive officers under United States federal securities laws.
We may not be able to have all our projects validated through a compliance market or by an internationally recognized carbon credits standard body.
In seeking to acquire and grow a diversified and high-quality portfolio of streams and investments in projects that generate carbon credits over the long term, our intention is to seek to have all such projects validated through a compliance market or by an internationally recognized carbon credits standard body in the voluntary market, such as the Verified Carbon Standard, a widely used greenhouse gas crediting program, administered by Verra, a nonprofit organization that operates standards in environmental and social markets. These standards organizations are meant to increase credibility in the marketplace. We may also seek to have co-benefits validated by standards such as the Climate, Community and Biodiversity Standard, which evaluates land management projects, SOCIALCARBON, an international greenhouse gas standard, or the Sustainable Development Verified Impact Standard, also administered by Verra, which is the standard for certifying the sustainable development benefits of social and environmental projects. Any actual or proposed changes to international carbon standards or verification requirements and/or the implementation of any national or international laws, treaties or regulations by governmental entities and/or any adverse changes to existing governmental policies with respect to carbon credits (including, without limitation, any changes to nationally determined contributions under the Paris Agreement or any other national or international initiatives) may result in a material and adverse effect on our profitability, results of operation and financial condition.
Carbon pricing initiatives are based on scientific principles that are subject to debate. Failure to maintain international consensus may negatively affect the value of carbon credits.
Carbon pricing initiatives, such as ETSs, carbon taxes and carbon credits have arisen primarily due to relative international and scientific consensus with respect to scientific evidence indicating a correlative relationship between the rise in global temperatures and extreme weather events, on the one hand, and the rise in greenhouse gas emissions in the atmosphere, on the other hand. New technologies may arise that may diminish or eliminate the need for carbon markets. Ultimately, the price of carbon credits is determined by the cost of reducing emissions levels. If the price of credits becomes too high it will be more economical for companies to develop or invest in lower emission technologies, thereby suppressing the demand and adversely affecting the price. Regulatory risk related to changes in regulation and enforcement of ETSs can adversely affect market behavior. If fines or other penalties for non-compliance are not enforced, incentives to purchase carbon credits will deteriorate, which can result in a fall in the price of carbon credits and a drop in the value of our assets.
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Our business may require numerous permits, licenses and other approvals from various governmental agencies, and the failure to obtain or maintain any of them, or delays in obtaining them, could materially adversely affect us.
We may acquire a property or an interest in a property with the intent to generate carbon credits from activities on that property. These future activities may require licenses and permits from various governmental authorities. We cannot give any assurances that we will be able to obtain or maintain all necessary licenses and permits that may be required to carry out development of our carbon offset projects on any future properties.
Our cross-border operations require us to comply with anti-bribery and anti-corruption laws.
Our activities are subject to a number of laws that prohibit various forms of corruption, including local laws that prohibit both commercial and official bribery and anti-bribery laws that have a global reach. The increasing number and severity of enforcement actions in recent years present particular risks with respect to our business activities to the degree that any employee or other person acting on our behalf might offer, authorize, or make an improper payment to a foreign government official, party official, candidate for political office, or political party, an employee of a foreign state-owned or state-controlled enterprise, or an employee of a public international organization.
We currently have interactions with government entities around the world that expose us to potential risks under anti-corruption and anti-bribery laws. As we increase our international operations, our risks under these laws may increase. In addition, we may participate in relationships with third parties whose conduct could potentially subject us to liability under the anti-corruption laws even if we do not explicitly authorize or have actual knowledge of such activities. We have established policies and procedures designed to assist us and personnel acting on our behalf in complying with applicable anti-bribery laws and regulations; however, these policies and procedures may not prevent violation of these legal requirements, inadvertent or otherwise. Any actual or alleged violation of applicable anti-corruption and anti-bribery laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, any of which could have a material adverse effect on our reputation, as well as our business, financial condition, results of operations and prospects.
We are subject to legal risks associated with our global operations.
Our operations are subject to risks inherent in conducting business globally. In addition to the cross-border regulatory and legal risks described elsewhere in this annual report, our business is subject to risks associated with management communication and integration problems resulting from cultural and geographic dispersion. Compliance with laws and regulations applicable to our global operations also substantially increases our cost of doing business in foreign jurisdictions. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business, financial condition, results of operations, cash flow and prospects may suffer. We may be unable to comply with changes in government requirements and regulations, which could harm our business. In many countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or other regulations applicable to us. Although we have implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of our employees, contractors, partners and agents will comply with these laws and policies. Violations of laws or key control policies by our employees, contractors, partners or agents could result in delays in revenue recognition, financial reporting misstatements, investigations and enforcement actions, reputational harm, disgorgement of profits, fines, civil and criminal penalties, damages, injunctions, other collateral consequences or the prohibition of the importation or exportation of our platform and could have a material adverse effect on our business, results of operations and financial condition.
Carbon trading is heavily regulated and new legislation in the jurisdictions in which we operate may materially impact our operations.
Carbon trading is regulated by specific jurisdictions pursuant to regional legislation or may be voluntary. When regulated (e.g., in the European Union and in the Western Climate Initiative jurisdictions), governments compel emitters to reduce their greenhouse gas emissions through technological improvements or through the purchase of carbon credits. New legislation may arise in certain compulsory jurisdictions that may render our business plan and knowledge obsolete with respect to carbon credits. With respect to the voluntary trade of carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the purchase of carbon credits
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for various reasons that are inherent to their business plans, because of changing economic, political contexts or other conditions that cannot be controlled by us. If voluntary purchasers of carbon credits elect to stop purchasing carbon credits, it could have a material adverse effect on our business, results of operations and financial condition.
Risks Relating to Southern Energy’s Business
Southern Energy was recently formed and has incurred losses since inception.
Southern Energy is in the development phase and has not generated any revenues. Southern Energy has incurred losses since its inception. As of January 31, 2026, we had an accumulated deficit of $1,036,054. We may continue to incur losses for an indeterminate period of time and may not achieve consistent profitability. We have historically relied upon investment from our sole shareholder to finance our operations.
Southern Energy is not expected to generate revenues until its facility in St. Charles Parish, Louisiana enters the commercial production phase, which is expected in 2029.
Southern Energy is dependent upon continued financing from its sole shareholder.
Southern Energy’s development phase has been financed entirely upon its sole shareholder, EEME Energy SPV I LLC (“EEME”). These investments have been in the form of non-interest bearing debt. If EEME ceases to provide financing to Southern Energy, Southern Energy would likely not have sufficient financing to continue its development activities.
Southern Energy will require significant additional capital to fulfill its business strategies. Failure to obtain such capital would adversely affect its business.
Southern Energy will require from $6 billion to $7 billion in capital to develop its facility in St. Charles Parish, Louisiana. Southern Energy’s plans are to obtain this financing through a combination of municipal tax-exempt private-activity bonds, federal agency finance programs, public capital markets, and outside debt and equity investments. There is no assurance that Southern Energy will be able to raise sufficient capital to develop its facility. Even if Southern Energy is able to obtain sufficient capital, the terms of such financing could be dilutive or otherwise unfavorable. If Southern Energy fails to obtain sufficient additional capital in the future, it will be unable to develop its facility.
Constructing a renewable fuel facility is a difficult process, which could lead to delays of failure to complete the facility or a facility that never produces products or produces products that do not meet our customers’ specifications.
Construction of Southern Energy’s production facility in St. Charles Parish, Louisiana is a difficult endeavor due to technical, commercial, and regulatory issues. Other developers of renewable fuel production facilities have encountered technical or engineering problems in developing their facilities. Because of the many technical details that a production facility encompasses, some technical details may not be foreseeable. Southern Energy’s inability to address these technical issues timely or at all could lead to delays in completing the facility or the inability to complete the facility at all. If this happens, Southern Energy might be required to raise additional capital to deal with these unforeseen technical issues, or any capital invested until that time might become lost if technical issues cannot be remedied.
Southern Energy may face technical obstacles due to the use of new technology.
Southern Energy is using methanol synthesis to produce SAF and methanol. Methanol to jet synthesis is a new and unproven process, and has not been used at a facility with the expected production of our planned plant in St. Charles Parish, Louisiana. Methanol synthesis is the production of methanol using a catalyst and synthetic gas. Southern Energy will produce its own synthetic gas; however, it is possible that the synthetic gas produced by Southern Energy will be incompatible for the rest of the SAF and methanol processing process with catalysts. In producing synthetic gas, Southern Energy will use a gasification reactor. The reactor that Southern Energy will use has not been used at volumes that Southern Energy plans to produce. In addition, Southern Energy will use biomass to convert olefins to jet fuel. Olefins are compounds composed of hydrogen and carbon. This process has not been used on a commercial scale. If any of these technologies fail to perform as expected, then Southern Energy may be required to expend additional capital to re-engineer its production process, or it may be unable to complete the facility at all.
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Unanticipated problems in building Southern Energy’s production facility may harm its business and viability.
Southern Energy’s viability will depend in large part on its ability to timely and economically complete its planned production facility in St. Charles Parish, Louisiana and to produce SAF and methanol on a commercial scale. The occurrence of significant unforeseen conditions or events in connection with the construction of this facility may delay or impede the construction of the facility. For instance, construction costs for the facility may increase to a level that would make it too expensive to complete or unprofitable to operate. Delays in completing construction on the facility due to shortages of necessary materials, availability of qualified contractors and labor resources, weather events and similar issues that can impact large-scale construction projects could prevent us from completing the facility in a timely manner or could result in unexpected costs and needs for additional financing. These occurrences could have a material adverse effect on Southern Energy’s ability to generate revenues and could also increase its expenses so as to adversely affect its financial condition.
Southern Energy has not yet obtained approval for the issuance of private-activity bonds.
Southern intends on receiving $402 million in financing from the State of Louisiana via the issuance of private-activity bonds issued by the Louisiana Community Development Authority (“LCDA”). To date, however, we have not received approval from the LCDA for these bonds. If Southern Energy does not receive this approval, or the approval is received later than Southern Energy expects, Southern Energy’s ability to begin construction of the facility in St. Charles Parish, Louisiana will be delayed or Southern Energy may be unable to construct the facility at all.
Significant existing or additional governmental regulation could subject Southern Energy to unanticipated delays and costs, which would adversely affect its ability to undertake an initial public offering or reverse merger.
Additional laws and regulations, or changes to existing laws and regulations, applicable to Southern Energy’s business may be enacted or promulgated and the interpretation, application or enforcement of existing laws and regulations may change. We cannot predict the nature of any future laws, regulations, interpretations, applications or enforcements, or the specific effects any of these might have on Southern Energy. Any future laws, regulations, interpretations, applications, or enforcements could delay and/or adversely impact Southern Energy’s ability to raise additional financing and undertake an initial public offering or reverse merger.
Southern Energy’s management team does not have experience in the construction of sustainable aviation fuel production facilities or in the operation of a renewable fuels business, and will depend on services provided by service providers.
As of the date of this proxy statement/prospectus, Southern Energy has not yet built a sustainable fuel production facility. Southern Energy plans on contracting with an engineering, procurement, and construction firm to build its SAF production facility. Accordingly, Southern Energy cannot be certain that it will be able to produce products on its expected time schedule, or in an economical manner in commercial quantities. There is no assurance that Southern Energy will be able to successfully manage other key aspects of the business, including obtaining feedstocks, entering into offtake arrangements, managing customer and supplier relationships, managing environmental, health and safety matters and other aspects of a renewable fuel business. If Southern Energy is unable to produce its products economically on a commercial scale or in commercial volumes, or it is unable to manage other key aspects of its business, our investment in Southern Energy could be materially and adversely affected.
Southern Energy’s financial results will be largely affected by the relationship, or margin, between the prices at which it sells its products and the prices of feedstocks used in manufacturing the products.
The cost of feedstocks and the prices at which Southern Energy can ultimately sell its products depends on numerous factors beyond its control, including supply and demand, which are subject to, among other things, production levels, competition, industry acceptance and use of SAF, economic factors impacting end-users of SAF, and governmental policies and regulation. The prices for feedstocks can fluctuate based on global, regional and local market conditions, and the prices of some of these feedstocks can be cyclical and volatile which can reduce margins and have a significant impact on Southern Energy’s revenues, operating income and cash flows. Southern Energy will not produce its own feedstocks and will be required to purchase all of the feedstocks it will require to produce its products.
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As a result, Southern Energy cannot control the cost of these feedstocks, and it could underestimate feedstock pricing and volume requirements. These uncertainties could significantly affect Southern Energy’s costs and its gross margin.
Southern Energy’s revenues and financial results will be largely affected by the prices at which it sells SAF, and volatility in the market price for SAF could have a material adverse effect on its financial condition and results of operations.
SAF is intended to replace or be mixed with petroleum-based conventional jet aviation fuel. Conventional jet aviation fuel is a commodity product produced by many companies, and its pricing is largely determined in the commodity markets, with readily observable pricing. In addition, prices of conventional jet fuel have been subject to fluctuations over time, some of which have been significant. SAF is a newer jet aviation fuel for which there is no established commodity market and, accordingly, pricing of SAF is currently opaque. If Southern Energy is unable to sell SAF at a premium to the price of conventional jet aviation fuel, or if the price at which it is able to sell SAF is subject to volatility that reduces its margins, then Southern Energy’s revenues and profitability will likely be negatively affected, which will in turn, could negatively affect our investment in Southern Energy.
The price of Southern Energy’s SAF product relative to the price of petroleum-based conventional jet aviation fuel may affect its revenues and profitability.
Southern Energy’s revenue and profitability forecasts include, among other things, assumptions regarding the price at which its SAF product will be sold and its cost of feedstocks used in the production of SAF. Although Southern Energy believes the aviation industry is committed to using SAF in addition to petroleum-based conventional jet aviation fuel, and government programs and concerns about the environmental impact of the use of conventional jet aviation fuel will encourage or possibly mandate SAF use, the price of SAF relative to the price of conventional jet aviation fuel will likely affect end users’ willingness to purchase SAF at prices and in quantities that are consistent with Southern Energy’s expectations.
As the SAF market is relatively new, well-established publicly available benchmarks and indices relating to current or historical SAF pricing are not yet readily accessible. Further, to date, there is no derivatives market which could imply the price of SAF at any date in the future. Southern Energy believes that SAF currently and historically has sold at a premium to conventional jet fuel due to the higher cost of production, as well as the measurable value of the sustainability attributes of the fuel, also referred to as the “green premium.”
Southern Energy’s cost of production is driven by the cost of feedstocks. As long as SAF production relies on these feedstocks, Southern Energy believes the price differential between SAF and conventional jet fuel will continue. Demand for the sustainability attributes of the fuel has increased in part from corporate sustainability goals for reducing greenhouse gas (“GHG”) emissions. As each unit of SAF represents a reduction in GHG or carbon dioxide relative to conventional jet fuel, use of SAF can generate measurable progress towards achieving such sustainability goals. As long as there is demand for sustainability, Southern Energy believes the “green premium” will persist and will continue to support a higher selling price for SAF.
If there are decreases in the price of traditional petroleum-based jet aviation fuel or the value ascribed to sustainability or environmental attributes related to SAF decrease, Southern Energy may be required to reduce its SAF prices to remain competitive in the marketplace which may negatively impact its profitability.
Because Southern Energy’s non-SAF products will be commodities, the prices for its products will be largely determined by factors outside its control.
In addition to SAF, Southern Energy’s facility is also expected to produce biochar, methanol, propylene, naphtha, gasoline, diesel, argon, and nitrogen. The prices for these products are largely governed by commodity prices, which may not always reflect supply and demand for the physical product. In addition, these products are commodities with little or no differentiation between products produced by Southern Energy and other providers. As a result, Southern Energy is not expected to have any special pricing power in the market for these products. If prevailing prices for these products are low, Southern Energy’s revenues and financial condition could be adversely affected.
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If the availability of the feedstocks that will be used in Southern Energy’s SAF production declines or competition for those feedstocks increases, Southern Energy may experience delayed or reduced production or be required to attempt to raise the prices of its SAF product, either of which could reduce the demand for its SAF product and its revenue.
Production of Southern Energy’s SAF product will require large volumes of feedstocks. Southern Energy cannot predict the future availability of any of the types of feedstocks it intends to use in the production of SAF necessary to produce products using our process technologies. Southern Energy may rely on a feedstock supply chain that involves both domestic and international sources, where, in many instances, feedstock may need to be transported a significant distance to reach its production facilities. As a result, its feedstock supply chain may be subject to a variety of potential disruptions, including freight handling and logistics failures, labor shortages or disruptions, adverse weather conditions, natural disasters and road, rail and other infrastructure failures. Although Southern Energy intends to develop a diverse pool of feedstock suppliers to attempt to mitigate these risks, it cannot assure you that it will be successful in doing so or that the use of multiple feedstock suppliers will sufficiently mitigate these risks. The supply of feedstocks also might be impacted by other factors, including increased competition from other users of feedstocks producing renewable fuels or using these feedstocks for other purposes, increases in the number of SAF producers or the volume of SAF being produced by current producers or government policies and subsidies. The number of renewable fuels production facilities that are currently in production or in the planning or construction phase continues to increase. As more plants are developed and go into production, and as more existing plants expand their production capacities, there may not be an adequate supply of feedstock to satisfy demand. Declines in the availability of the types of feedstocks Southern Energy intends to use to produce SAF could cause delays, reductions in production, or increases in costs. These effects would result in reduced revenue and margin, and could also make it necessary for Southern Energy to try to increase the price of its SAF product in order to maintain or increase its margin, which could reduce demand for our SAF product if customers are unwilling to pay the higher price. Southern Energy believes that there is little or no correlation between the cost of feedstock and the market price of SAF and, therefore, it does not think it is likely that it will be able to pass along increased feedstock costs to its customers in most cases.
Southern Energy’s production process depends, in part, on technology that is licensed to it. Southern Energy does not control this technology, and any loss of its rights to use this technology would adversely affect its ability to produce renewable fuels.
Southern Energy has entered into a license agreement and related agreements with Frontline BioEnergy to develop components of its methanol-to-jet production facility. Southern Energy does not own the technology. Our rights to use the technology we license are subject to the continuation of the license and our compliance with the terms of the license. This license agreement includes provisions allowing Frontline BioEnergy to terminate the license under certain circumstances, including Southern Energy’s failure to pay the license fee. Any termination of the license would materially and adversely affect our ability to produce SAF and methanol. In addition, our rights to use Frontline BioEnergy’s technology is subject to the validity of Frontline BioEnergy’s intellectual property rights. Any legal challenge to Frontline BioEnergy’s rights to its intellectual property could prevent Frontline BioEnergy from continuing to license to us the technology that we need to operate our business.
Southern Energy has also entered into a license agreement with Air Liquide for Air Liquide to provide certain technology for the production of methanol. This license agreement also includes provisions allowing Air Liquide to terminate the license under certain circumstances, including Southern Energy’s failure to pay the license fee. Any termination of the license would materially and adversely affect our ability to produce methanol. In addition, our rights to use Air Liquide’s technology is subject to the validity of Air Liquide’s intellectual property rights. Any legal challenge to Air Liquide’s rights to its intellectual property could prevent Air Liquide from continuing to license to us the technology that we need to operate our business.
Southern Energy will use third parties to develop our planned production facility. A default by any of these third parties could cause delays or cost overruns in completing our facility.
As is common in the construction of renewable fuel production facilities, Southern Energy will use third party engineering and construction firms to develop certain parts of the plant and to construct the plant. Although we believe that our agreements with these firms are sufficient to ensure that the plant is developed and constructed correctly, it is possible that any of these firms could default under its agreement with Southern Energy by providing defective or out of specification components or stopping work entirely. If this happens, then Southern Energy would need to find
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an alternative firm to provide the needed services. A new provider could require additional time to assume the duties of the defaulted provider or could charge more than Southern Energy had budgeted for that particular task. These circumstances could lead to delays or cost overruns in completing our production facility.
Southern Energy’s revenues and financial results will depend on the continued adoption and use of SAF by airlines.
SAF is a relatively new product, and therefore is in the process of being adopted for use by airlines worldwide as an alternative to fossil fuels for the purpose of reducing GHG. Airlines currently utilize blended SAF at ratios between 90/10 to 70/30 (Jet-A: neat SAF), with a maximum blend ratio of 50/50 (Jet-A: neat SAF). Airlines can incorporate SAF into their fuel purchasing program without the need to modify existing aircraft engines or fueling infrastructure. According to the Net Zero 2050: Sustainable Aviation Fuels Fact Sheet published by the IATA in May 2024, certain governmental and non-governmental organizations and certain airlines have set targets or have announced goals for SAF usage.
Although these programs may increase the adoption and use of SAF by airlines, if airlines elect to cease or slow their adoption of SAF for any reason, then the demand for SAF will likely decline. Such a decline would reduce Southern Energy’s revenues and could have a material adverse effect on its results of operations and cash flows.
If SAF turns out to be incompatible with or ineffective for existing aircraft, then demand for SAF could be reduced.
When blended with conventional jet aviation fuel, SAF is intended to be a “drop-in fuel,” meant to be used in existing aircraft engines and fueling infrastructure without the need for modification. However, the aviation industry has not yet universally adopted SAF as a jet fuel for everyday use, due in part to potential concerns about its effectiveness and compatibility with existing aircraft. Airlines have concerns that the use of SAF in their existing equipment could affect the functionality and therefore the safe operation of aircraft. In addition, concerns have been expressed that the use of SAF could cause corrosion in airline engines or void manufacturer warranties. While Southern Energy believes that its SAF product will be safe for use as a jet fuel, any safety incident or degradation of aircraft using SAF could damage the entire SAF industry and lead to a significant reduction in demand for SAF. Such a reduction in demand would have a material adverse effect our business and financial results.
Southern Energy’s failure to accurately forecast demand for its products could result in unexpected shortfalls or surpluses that could negatively affect its results of operations.
Because of the length of time it takes to construct new production facilities, Southern Energy must make decisions regarding new construction, acquisitions and production facilities upgrades well in advance of commercial production and sale of its products from those facilities. As a result, Southern Energy’s ability to accurately forecast demand for its products will be a critical factor in the success of our growth plans. Southern Energy’s ability to accurately forecast demand can be adversely affected by a number of factors, many of which are outside of its control, including actions by its competitors, changes in market conditions, changes in government policies, environmental factors and adverse weather conditions. A shortfall or surplus in the supply of its products may reduce its revenues, result in under-committing or overcommitting capital resources, damage its reputation and otherwise harm its business, results of operations and financial condition.
Competitiveness of Southern Energy’s SAF product for aviation fuel use benefits in part from government economic incentives for renewable energy projects or other related policies that could change.
The competitiveness of Southern Energy’s SAF product for aviation fuel use will benefit, in part, from federal, state and local government incentives, including but not limited to RINs, LCFS credits in California and BTC, and other incentives to end users, distributors and manufacturers of renewable energy products, which promote the use of renewable energy. These government economic incentives could be reduced or eliminated altogether, or the categories of renewable energy qualifying for such government economic incentives could be changed. These renewable energy program incentives are subject to regulatory oversight and could be administratively or legislatively changed in a manner that could have a material adverse effect on Southern Energy’s operations. Reductions in, changes to, or eliminations or expirations of governmental incentives could result in decreased demand for, and lower revenues from, its SAF product. Further, Southern Energy’s ability to generate revenue from the various government economic incentives depends on its strict compliance with the applicable federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with Southern Energy’s judgments, otherwise determine that it is not in compliance, conduct reviews of its activities or
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make changes to the programs, then its ability to generate revenue from the economic incentives could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely, and it could also be subject to fines or other sanctions.
In addition, Southern Energy may be required to register its projects or qualify its products with the federal government, various states or other countries. Although Southern Energy believes it possesses the necessary registrations for its planned operations, any cancellation or revocation or inability to renew those registrations and any delays in obtaining additional registration or qualification of its projects or products if needed could delay future revenues and could adversely affect its cash flows. Further, Southern Energy may need to make significant investments in its projects prior to receiving all registrations and/or qualifications. Failure of its projects or products to qualify for government economic incentives could have a material adverse effect on Southern Energy’s business.
Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, other energy industry participants, and activists could adversely affect Southern Energy’s business, financial condition and results of operations.
Parties with an interest in energy sources, including lawmakers, regulators, policymakers, other energy industry participants, environmental and advocacy organizations or other activists may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations and programs that promote renewable energy. Many of these parties have substantially greater resources and influence than Southern Energy has. Further, changes in U.S. federal, state or local political, social or economic conditions, including a lack of legislative focus on or inefficiencies within such programs and regulations, could result in their modification, delayed adoption or repeal. Any failure to adopt, delay in implementing, expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other energy sources over renewable energy, could adversely affect Southern Energy’s business, financial condition and results of operations. Moreover, the current US reliance on voluntary measures to incentivize SAF adoption may not be as competitive as compared to mandates introduced in the European Union which could result in domestic SAF production decreasing available supply and impacting the ability for US airlines to adopt SAF.
Attitudes toward SAF from airlines, governments, non-governmental organizations and others could reduce the demand for SAF.
Several major airlines such as the member airlines of the oneworld Alliance have announced goals for adopting SAF for use in meeting their sustainability targets as it relates to reducing greenhouse gas emissions. These goals were announced as a result of guidelines established by certain governments and non-governmental organizations, such as the SAF Grand Challenge in the United States, Fit for 55 in the European Union, and targets set by the IATA. If these guidelines are scaled back, repealed, or are believed to be insufficient to support demand creation, then airlines may consider revising their own targets for SAF adoption and/or reduce their use of SAF. A change in sentiment and/or reduction in SAF usage would reduce the demand for Southern Energy’s SAF product and negatively affect its revenues and financial results. If this happens, then our investment in Southern Energy could be adversely affected, and your investment in the Company could become worthless.
Southern Energy competes in an industry characterized by rapidly advancing technologies and increasing competition, and its failure to successfully compete with other companies in its industry may have a material adverse effect on its business, financial condition and results of operations and market share.
Although Southern Energy believes that the number of producers of SAF products is currently limited, it expects that additional competitors will enter the market. Existing competitors and new market entrants may have significant competitive advantages over Southern Energy, including greater operational experience and greater financial, research and development, manufacturing, management and marketing resources, more favorable access to feedstocks, greater brand recognition and stronger historical relationships with their customers. Competition may increase as a result of greater availability of capital for investment and increased interest in its industry as more companies seek to facilitate the development of renewable fuel sources. Southern Energy’s competitors may succeed in developing, acquiring or licensing technologies that are more effective or less costly than those it will use in the production of SAF. In addition, the products introduced by these competitors may be perceived by customers as having advantages over its
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SAF product, in terms of quality, price, availability or any combination of those factors. Southern Energy’s failure to successfully compete may have a material adverse effect on its business, financial condition and results of operations and diminish our market share.
The fuel and chemical industries are characterized by rapid and significant technological change. Southern Energy’s success may depend on its ability to maintain a competitive position with respect to technological advances, as technological advances introduced or adopted by its competitors and used in their SAF products may diminish demand for its SAF product. In addition, those technological advances may give Southern Energy’s competitors significant pricing advantages if those advances allow them to produce SAF products on a more efficient and cost-effective basis. If Southern Energy is unable to keep pace with technological change, its business, prospects and results of operations could be materially and adversely affected. If this happens, then our investment in Southern Energy could be adversely affected, and your investment in the Company could become worthless.
Economic conditions and trends in the business cycles of the airline industry will impact Southern Energy’s business and operating results.
The primary end-users of SAF are companies operating fleets of jet aircraft, and, in particular, the commercial airlines industry. The overall levels of demand for SAF are driven by fluctuations in levels of end-user demand, which depend in large part on general macroeconomic conditions in the U.S. and globally. Most of the principal end-users of SAF are themselves heavily dependent on general economic conditions, including the price of fuel and energy, availability of affordable credit and capital, interest rates and consumer confidence and spending trends. Shifts in end-users businesses may result in significant fluctuations in demand, volumes, pricing and operating margins for Southern Energy’s products.
Unanticipated problems at, or downtime impacting Southern Energy’s facilities could have a material adverse effect on its results of operations.
Southern Energy’s ability to process feedstocks will depend on its ability to efficiently operate its production facilities, including maximizing the total time that such facilities are online and operational. Although Southern Energy expects to schedule and forecast regular downtime for maintenance, the occurrence of significant unforeseen conditions or events in connection with the operation or maintenance of its production facilities, such as the need to refurbish such facilities, complete capital projects at such facilities, shortages of workers or materials, adverse weather, including, but not limited to lightning strikes, floods, hurricanes, tornadoes and earthquakes, equipment failures, fires, explosions, fluid leaks, damage to or destruction of property and equipment associated therewith, environmental releases and/or damage, government regulation changes affecting the use of such facilities, terrorist attacks, mechanical or physical failures of equipment, or other conditions or events, could prevent us from operating our production facilities or could force to suspend production at such facilities down for repairs, maintenance, refurbishment or upgrades for a significant period of time. In the event any of Southern Energy’s facilities are offline for an extended period of time, it could have a material adverse effect on its results of operations. If this happens, then our investment in Southern Energy could be adversely affected, and your investment in the Company could become worthless.
Improvements in or new discoveries of alternative energy products or production technologies and/or government mandated use of such products or technologies, could have a material adverse effect on Southern Energy’s financial condition and results of operations.
Southern Energy’s business will depend on the demand for SAF. As a result, any new products that are developed that could compete with the SAF it produces, including alternative versions of SAF that might be perceived as preferable to the SAF it will produce, or production technologies that may permit competitors to produce SAF more efficiently and economically, or governmental mandates to use those alternative products or production technologies or limit or prohibit its use of its production technologies could have a material adverse impact on its business, financial condition and results of operations.
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Southern Energy’s business is subject to operational and safety risks, including the risk of personal injury to employees and others.
Southern Energy’s operations involve risks such as equipment defects, malfunctions and failures, chemical releases, possible fires or explosions and other risks that could potentially result in injury or death of employees and others, including employees of its service providers, a need to shut down or reduce operation of facilities, increased operating expense and exposure to liability for personal injury, pollution and other environmental damage, and property damage or destruction.
While Southern Energy will seek to minimize its exposure to such risks through comprehensive training, compliance and response and recovery programs, as well as equipment maintenance programs, if Southern Energy were to incur substantial liabilities in excess of any applicable insurance, its business, results of operations and financial condition could be adversely affected. Any such incidents could also adversely affect its reputation. In addition, a major operational failure, even if suffered by a competitor, may bring enhanced scrutiny and regulation of its industry, which could result in increases in its operating expenses.
Southern Energy may be subject to citizen opposition and negative publicity due to public concerns over its operations and planned future operations, which could have a material adverse effect on its business, financial condition or results of operations.
There currently exists a high level of public concern over fuel production operations, including with respect to the location and operation of transfer, processing and storage facilities. Part of Southern Energy’s business strategy is to increase its production capacity through the construction of new production facilities and the acquisition of existing production facilities to be upgraded to be capable of producing SAF. Zoning, permit and licensing applications and proceedings, as well as regulatory enforcement proceedings, are all matters open to public scrutiny and comment. Accordingly, from time to time Southern Energy may be subject to citizen opposition and publicity which may damage its reputation and delay or limit the planned expansion and development of future facilities or operations or impair its ability to renew existing permits, any of which could prevent it from implementing its growth strategy and have a material adverse effect on its business, financial condition or results of operations. If this happens, then our investment in Southern Energy could be adversely affected, and your investment in the Company could become worthless.
Southern Energy’s insurance policies do not cover all losses, costs or liabilities that it may experience and if it cannot maintain adequate insurance coverage, it will be unable to continue certain operations.
Southern Energy’s business exposes it to various risks, including claims for causing damage to property and injuries to persons that may involve allegations of negligence or professional errors or omissions. Such claims could be substantial. Southern Energy believes that its current insurance coverage and coverage it expects to be in place by the time of the completion of its SAF production facility will be adequate and similar to the coverage maintained by other similarly situated companies in the industry. If Southern Energy is unable to obtain adequate or required insurance coverage in the future, or if such insurance is not available at affordable rates, it could be in violation of its permit conditions and other requirements of the environmental laws, rules and regulations under which we operate. Such violations could render us unable to continue certain of its operations. These events could result in an inability to operate certain assets and significantly impair its financial condition.
Notwithstanding the above, Southern Energy’s policies may not cover all of its potential losses, costs or liabilities. Southern Energy could suffer losses for uninsurable or uninsured risks, or in amounts in excess of its existing insurance coverage, which would significantly affect its financial performance. Southern Energy’s insurance policies also will have deductibles and self-retention limits that could expose it to significant financial expense. Its ability to obtain and maintain adequate insurance may be affected by conditions in the insurance market over which it has no control. In addition, because key aspects of its operations will depend on its service providers, Southern Energy may be exposed to additional risks in the event that its service providers do not maintain adequate insurance coverage and, in the event of any adverse occurrence or loss, a third party may pursue claims against it in addition to its service providers. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition and results of operations. If adequate insurance coverage is not available or not available on economically acceptable terms, Southern Energy’s business would be materially and adversely affected. If this happens, then our investment in Southern Energy could be adversely affected, and your investment in the Company could become worthless.
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The litigation environment in which Southern Energy operates poses a significant risk to its business.
Southern Energy may in the future become involved, from time to time in lawsuits in the ordinary course of its business. Although it has not experienced any losses to date that have had a material adverse effect on it or its operation, Southern Energy may experience negative outcomes in such lawsuits in the future. Any such negative outcomes could have a material adverse effect on its business, liquidity, financial condition and results of operations. Southern Energy will evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, it will establish reserves and disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of judgment. Actual outcomes or losses may differ materially from such assessments and estimates. The settlement or resolution of such claims or proceedings may have a material adverse effect on our results of operations. In addition, judges and juries in certain jurisdictions have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage and other tort cases. Southern Energy will use appropriate means to contest litigation threatened or filed against it, but the litigation environment in these areas poses a significant business risk to it and could cause a significant diversion of management resources and could have a material adverse effect on its financial condition, results of operations and cash flows. If this happens, then our investment in Southern Energy could be adversely affected, and your investment in the Company could become worthless.
Competitors that produce part or all of their own supply of feedstocks may have a competitive advantage over Southern Energy.
Southern Energy will compete with many renewable fuels producers, including producers of biodiesel, renewable diesel and SAF, for available supplies of feedstocks. Southern Energy does not produce any of its feedstocks, however, some of its competitors now obtain, or may in the future obtain, a portion or all of their feedstocks from their own production. Competitors that have their own feedstocks production may be better positioned than Southern Energy is to withstand feedstock shortages or periods of depressed prices for their products.
Southern Energy’s ability to construct additional production facilities may be adversely impacted by its outstanding indebtedness and by the price of its stock.
Southern Energy’s ability to finance the construction of additional production facilities, particularly those that would be financed solely or in part through cash from operations, may be curtailed due to its obligations to make payments of principal and interest on its outstanding indebtedness and any restrictions imposed in the terms of such indebtedness. Southern Energy may not have sufficient capital resources, now or in the future, and may be unable to raise sufficient additional debt or equity capital on terms satisfactory to it, if at all, in order to meet its capital requirements for such acquisitions. In addition, the terms of its then-existing indebtedness may include covenants that directly restrict, or have the effect of restricting, its ability to make certain capital expenditures while the indebtedness remains outstanding. In addition, Southern Energy’s ability to use shares of its common stock to finance new construction or acquisitions may be impacted by its stock price. The future trading price of Southern Energy’s common stock could limit its willingness to use its equity as consideration, the willingness of sellers to accept its shares or our ability to raise additional capital to fund acquisitions, and as a result could limit the size and scope of its acquisition program. If Southern Energy is unable to undertake new constructions that it believes would enhance its business or operations, the potential growth of its business and revenues may be adversely affected.
Uncertainty and illiquidity in the capital markets may impair Southern Energy’s ability to obtain equity or debt financing.
Southern Energy’s ability to obtain equity or debt financing depends in large measure on the state of the capital markets, over which it has no control. Its ability to access the capital markets may be restricted at a time when it would like, or need, access to those markets, which could constrain its flexibility to react to changing economic and business conditions. In addition, the cost and availability of debt and equity financing may be adversely impacted by unstable or illiquid market conditions. Protracted uncertainty and illiquidity in these markets also could have an adverse impact on Southern Energy’s lenders, or its customers, preventing them from meeting their obligations to it.
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If Southern Energy fails to retain its key personnel or if it fails to attract additional qualified personnel, it may not be able to achieve its anticipated level of growth and its business could suffer.
Southern Energy is dependent upon the continued availability and commitment of its key management. The loss of any members of its management team could negatively impact business operations. From time to time, Southern Energy will also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate the business. Recruiting and retaining qualified personnel is critical to its success and there can be no assurance of such success. If Southern Energy is not successful in attracting and retaining qualified personnel, its ability to execute its business plan and growth strategy could be affected, which could have a material adverse impact on its profitability, results of operations and financial condition.
If Southern Energy is unable to manage its growth and expand its operations successfully, its reputation may be damaged and its business and results of operations may be harmed.
Southern Energy’s future success depends on its ability to manage the rapid growth anticipated in its business plan, including the growth we expect to experience organically and through the construction of additional production facilities and acquisitions. Southern Energy’s ability to effectively manage its anticipated growth and expansion of its operations will require it to do, among other things, the following:
• effectively scale its operations;
• enhance its operational, financial and management controls and infrastructure, human resources policies, and reporting systems and procedures;
• maintain and expand its supplier, customer and vendor relationships;
• effectively manage its key service providers;
• successfully identify, recruit, hire, train, maintain, motivate and integrate additional employees; and
• effectively manage and maintain its corporate culture.
These undertakings will require significant capital expenditures and allocation of valuable management and employee resources, and Southern Energy’s growth will continue to place a strain on its operational, financial and management infrastructure. its future financial performance and its ability to execute on its business plan will depend, in part, on Southern Energy’s ability to effectively manage any future growth and expansion. There are no guarantees it will be able to do so in an efficient or timely manner, or at all. Its failure to effectively manage growth and expansion could have a material adverse effect on its business, results of operations, financial condition, prospects and reputation.
Southern Energy may be negatively impacted by inflation.
Increases in inflation could impact the commodity markets generally, the overall demand for Southern Energy’s products, its costs for feedstocks, labor, material and services and the margins is is able to realize on its products, all of which could have an adverse impact on its business, financial position and results of operations. Inflation has resulted in higher interest rates, and further increases in interest rates could adversely affect its future ability to obtain financing or materially increase the cost of any additional financing.
Declines in Southern Energy’s anticipated profitability could result in the impairment of its assets.
Southern Energy will hold material amounts of long-lived assets on its balance sheet. A decline in expected profitability of one or more of production facilities or a decline in the demand for SAF, could call into question the recoverability of its long-lived assets, and require it to write down or write off these assets. Such an occurrence could have a material adverse effect on Southern Energy’s results of operations and financial position.
Southern Energy’s operations are subject to numerous stringent environmental, health and safety laws and regulations that may expose it to significant costs and liabilities.
Southern Energy’s operations are subject to stringent and complex federal, state and local environmental, health and safety (“EHS”) laws and regulations, including those relating to the release, emission or discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials and wastes, the health and safety of our employees and other persons, and the generation of RINs, LCFS credits and BTC/CFPC credits.
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These laws and regulations impose numerous obligations applicable to its operations, including the acquisition of permits before construction and operation of its production facilities, restrictions on the types, quantities and concentration of materials that can be released into the environment, the application of specific health and safety criteria addressing worker protection, and the imposition of substantial liabilities for pollution resulting from the operation of its production facilities and ownership of its production facilities sites. In addition, construction and operating permits issued pursuant to environmental laws are necessary to operate its business and such permits are obtained through applications that can often require technical documentation and analysis, and sometimes require long time periods to obtain approval. Delays in obtaining or renewing such permits, or denial of such permits and renewals, are possible, and would have a negative effect on its financial performance and prospects for growth. These laws, regulations and permits can require expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment.
Numerous governmental entities have the power to enforce difficult and costly compliance measures or corrective actions pursuant to these laws and regulations and the permits issued under them. Southern Energy may be required to make significant capital and operating expenditures on an ongoing basis, or to perform remedial or other corrective actions in connection with its projects, to comply with the requirements of these environmental laws and regulations or the terms or conditions of its permits. Failure to comply with these laws and regulations may result in a number of different adverse effects, including the assessment of sanctions (including administrative, civil or criminal penalties), the imposition of investigatory or remedial obligations, or the issuance of orders limiting or prohibiting some or all of our operations. In addition, Southern Energy may experience delays in obtaining or be unable to obtain required environmental regulatory permits or approvals, which may delay or interrupt its operations and limit its growth and revenue.
Southern Energy’s operations inherently risk incurring significant environmental costs and liabilities due to the need to manage waste from our processing facilities. Spills or other releases of regulated substances, including spills and releases that occur in the future, could expose it to material losses, expenditures and liabilities under applicable environmental laws, rules and regulations. Under certain of such laws and regulations, it could be held strictly liable for the removal or remediation of previously released materials or property contamination, regardless of whether it was responsible for the release or contamination and even if its operations met previous standards in the industry at the time they were conducted. In connection with certain acquisitions, Southern Energy could acquire, or be required to provide indemnification against, environmental liabilities that could expose it to material losses. In addition, claims for damages to persons or property, including natural resources, may result from the EHS impacts of its operations. Southern Energy’s insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against it.
Environmental laws and regulations have changed rapidly in recent years and generally have become more stringent over time, and Southern Energy expects this trend to continue. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at its production facilities. Present and future environmental laws and regulations, and interpretations of those laws and regulations, applicable to its operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial expenditures that could have a material adverse effect on Southern Energy’s results of operations and financial condition.
Southern Energy will use hazardous materials in the manufacturing of its products and it must comply with environmental laws and regulations relating to proper handling, storage or disposal of these materials. If Southern Energy fails to properly handle, store and dispose of hazardous materials, or if it is found to be in violation of applicable laws and regulations relating to proper handling, storage or disposal could result in substantial liabilities for it.
Manufacturing at Southern Energy’s production facilities will involve the use of hazardous materials, including chemical and biological materials. In addition, our operations will also produce wastewater, which must be properly disposed of, and residue from the pretreatment of feedstock that must be disposed of through licensed waste disposal facilities. Although Southern Energy will take steps to mitigate the risk of accidental contamination or discharge and any resultant injury from these materials, it cannot eliminate those risks entirely. A number of different federal, state and local laws and regulations govern the use, manufacture, storage, handling and disposal of, and human exposure to, these materials. Southern Energy may be subject to lawsuits, regulatory proceedings or other actions taken by regulators, and it may be sued for any injury or contamination that results from its use of hazardous materials or the use by its vendors or by third parties of these materials, and it is not possible to predict the extent of any liabilities it may
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incur as a result of regulatory actions or third-party lawsuits. Although it intends to work with industry participants that are experienced in handling hazardous materials and to adopt its own hazardous materials procedures, Southern Energy cannot ensure that violations of environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes. Compliance with applicable laws and regulations is expensive, and failures to comply with applicable laws and regulations could result in the imposition of fines, third-party property damage, product liability and personal injury claims, investigation and remediation costs or the suspension of production or a cessation of operations, which could adversely affect its financial position, results of operations and prospects.
Southern Energy could be subject to involuntary shutdowns or be required to pay significant monetary damages or remediation costs if it is found to be a responsible party for the improper handling or the release of hazardous substances.
As a company engaged in the sale, handling, transportation, storage, recycling and disposal of materials that are or may be classified as hazardous by federal, state, provincial or other regulatory agencies, Southern Energy faces risks of liability for environmental contamination. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or Superfund, and similar state laws impose strict liability for clean-up costs on current or former owners and operators of facilities that release hazardous substances into the environment, as well as on the businesses that generate those substances or transport them. As a potentially responsible party, Southern Energy may be liable under CERCLA for substantial investigation and cleanup costs even if it operates our business properly and complies with applicable federal and state laws and regulations. Liability under CERCLA may be joint and several, which means that if Southern Energy were found to be a business with responsibility for a particular CERCLA site, it could be required to pay the entire cost of the investigation and cleanup, even though it was not the party responsible for the release of the hazardous substance and even though other companies might also be liable. Even if Southern Energy is able to identify who the other responsible parties might be, it may not be able to compel them to contribute to the remediation costs, or they might be insolvent or unable to contribute due to lack of financial resources.
Any projections which we are providing are based on estimates and assumptions and are speculative. Actual results may vary materially and adversely from those projections.
Any projections we are providing to potential investors are based upon a number of estimates and assumptions. Although these estimates and assumptions are considered reasonable by Southern Energy’s management as of the date of this registration statement, they inherently are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and are based upon specific assumptions with respect to future business decisions, some of which will change. Projections are necessarily speculative in nature, and it can be expected that one or more of these assumptions in the projections will not materialize or may vary significantly from actual results, and such variances are likely to increase over time. Accordingly, actual results achieved during the periods covered will vary from the financial projections, which variations may be material and adverse. Southern Energy does not intend to update or revise any projections except as required by law.
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THE BUSINESS COMBINATION
The following is a description of the material aspects of the Business Combination. While we believe that the following description covers the material aspects of the Business Combination, the description may not contain all of the information that is important to you. We encourage you to carefully read this entire joint proxy statement/prospectus, including the BCA attached as Annex A to the registration statement of which this joint proxy statement/prospectus forms a part, for a more complete understanding of the Business Combination.
General Description of the Business Combination
On the terms and subject to the conditions included in the BCA:
(i) prior to the Effective Time of the Business Combination pursuant to the BCA, DevvStream will migrate to and domesticate as a Delaware corporation;
(ii) at the Effective Time, Southern Energy Merger Sub will merge with and into Southern Energy with Southern Energy surviving the merger as a wholly-owned subsidiary of XCF Global, pursuant to which existing equity in Southern Energy will be exchanged for an aggregate number of XCF Global Common Shares equal to 35% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time; and
(iii) at the Effective Time, DevvStream Merger Sub will merge with and into DevvStream with DevvStream surviving the merger as a wholly-owned subsidiary of XCF Global, 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 XCF Global Common Shares equal to the quotient obtained by dividing (a) the aggregate number of XCF Global Common Shares equal to 15% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time by (b) the aggregate number of DevvStream shares issued and outstanding immediately prior to the Effective Time.
The BCA, which governs the terms of the Business Combination, is attached to this joint proxy statement/prospectus as Annex A.
Pursuant to the terms of the BCA, at the Effective Time, existing equity in Southern Energy will be exchanged for an aggregate number of XCF Global Common Shares equal to 35% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time. Each DevvStream common 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 XCF Global Common Shares equal to the quotient obtained by dividing (a) the aggregate number of XCF Global Common Shares equal to 15% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time by (b) the aggregate number of DevvStream shares issued and outstanding immediately prior to the Effective Time.
Following the completion of the Business Combination, it is anticipated that persons who were securityholders of Southern Energy, DevvStream and XCF Global immediately prior to the Business Combination will own approximately 23.3%, 10.0% and 66.7% of the combined company, respectively, on a fully diluted basis.
No fractional XCF Global Common Shares will be delivered to any Southern Energy shareholders or DevvStream shareholders as of immediately prior to the Effective Time pursuant to the Business Combination and the aggregate number of any such shares that each such shareholder is otherwise entitled to receive pursuant to the Business Combination will be rounded down to the nearest whole share of XCF Global Common Shares.
For the purposes of implementing the Business Combination, each of XCF Global and DevvStream will seek to obtain the approval of their respective stockholders and shareholders for the proposals described in this joint proxy statement/prospectus.
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Merger Representations, Warranties and Covenants
The BCA contains customary representations and warranties of XCF Global, DevvStream, Southern Energy 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 the closing of the Business Combination, requirements regarding alternative transaction proposals and cooperation in preparing the registration statement, of which this joint proxy statement/prospectus forms a part and obtaining necessary regulatory approvals.
Conditions to the Completion of the Business Combination
General Conditions
The obligation of the parties to consummate the Business Combination is conditioned on, among other things, the satisfaction or waiver of the following mutual conditions: (a) the stockholders of XCF Global have authorized and adopted the resolutions to be put before the XCF Global stockholders authorizing the issuance of XCF Global Common Shares in connection with the Business Combination and any other matters required to be approved by XCF Global stockholders in order to consummate the Business Combination; (b) the shareholders of DevvStream have passed the resolutions to be put before the DevvStream shareholders authorizing the Domestication, the DevvStream Merger and the BCA; (c) the absence of any law or order that makes the Business Combination or the Domestication illegal or otherwise prohibits or enjoins the parties from consummating the same; (d) the parties to the BCA have received the requisite regulatory approvals; (e) the receipt of applicable stock exchange listing approvals; (f) the registration statement of which this joint proxy statement/prospectus forms a party shall have been declared effective by the U.S. Securities and Exchange Commission (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 XCF Global Common Shares or DevvStream common shares. The approval of the Southern Energy shareholders is not a condition to consummate the Business Combination because the Southern Energy shareholders authorized and approved the Business Combination prior to Southern Energy executing the BCA.
XCF Global Conditions to Closing
The obligations of XCF Global to consummate the Business Combination are further conditioned on, among other things, the satisfaction or waiver by XCF Global of the following conditions: (a) the accuracy of the representations and warranties of Southern Energy and DevvStream contained in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by Southern Energy and DevvStream of their respective agreements and covenants, in all material respects, between signing and closing; (c) the absence of a Southern Energy Material Adverse Effect or a DevvStream Material Adverse Effect; (d) Southern Energy shall have caused the Plant Conversion Funding (as defined in the BCA) to have occurred; (e) Southern Energy 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 Energy’s unrestricted cash and cash equivalents plus all Plant Conversion Funding funded to XCF Global 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 Energy shares; (h) Southern Energy shall have entered into the SAF Offtake Agreement (as defined in the BCA) and one or more European Offtake Agreements; and (i) delivery to XCF Global of customary officer certificates and FIRPTA tax certificates from Southern Energy and DevvStream.
“Southern Energy Material Adverse Effect” means any fact, event, occurrence, change or effect that has not and would not, individually or in the aggregate, reasonably be expected to have (i) a Material Adverse Effect on Southern Energy or (ii) a material adverse effect on the ability of Southern Energy to enter into the BCA or to consummate the Business Combination contemplated thereby.
“DevvStream Material Adverse Effect” means any fact, event, occurrence, change or effect that has not and would not, individually or in the aggregate, reasonably be expected to have (i) a Material Adverse Effect on DevvStream or (ii) a material adverse effect on the ability of DevvStream to enter into the BCA or to consummate the Business Combination contemplated thereby.
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DevvStream Conditions to Closing
The obligations of DevvStream to consummate the Business Combination 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 XCF Global, the Merger Subs and Southern Energy contained in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by XCF Global, the Merger Subs and Southern Energy of their respective agreements and covenants, in all material respects, between signing and closing; (c) the absence of a XCF Global Material Adverse Effect, Merger Sub Material Adverse Effect or Southern Energy Material Adverse Effect; (d) Southern Energy shall have caused the Plant Conversion Funding to have occurred; (e) Southern Energy 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) XCF Global and Southern Energy shall have entered into the SAF Offtake Agreement; (g) Southern Energy shall have entered into one or more European Offtake Agreements; (h) the gross revenue of XCF Global 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 Energy’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 Energy shares; and (k) delivery to DevvStream of customary officer certificates from XCF Global, the Merger Subs and Southern Energy.
“XCF Global Material Adverse Effect” means any fact, event, occurrence, change or effect that has not and would not, individually or in the aggregate, reasonably be expected to have (i) a Material Adverse Effect on XCF Global or (ii) a material adverse effect on the ability of XCF Global to enter into the BCA or to consummate the Business Combination contemplated thereby.
“Merger Sub Material Adverse Effect” means any fact, event, occurrence, change or effect that has not and would not, individually or in the aggregate, reasonably be expected to have (i) a Material Adverse Effect on Merger Subs or (ii) a material adverse effect on the ability of Merger Subs to enter into the BCA or to consummate the Business Combination contemplated thereby.
Southern Energy Conditions to Closing
The obligations of Southern Energy to consummate the Business Combination are further conditioned on, among other things, the satisfaction or waiver by Southern Energy of the following conditions: (a) the accuracy of the representations and warranties of XCF Global, the Merger Subs and DevvStream contained in the BCA (generally subject to certain customary materiality and Material Adverse Effect qualifiers); (b) the performance by XCF Global, the Merger Subs and DevvStream of their respective agreements and covenants, in all material respects, between signing and closing; (c) the absence of a XCF Global Material Adverse Effect, Merger Sub Material Adverse Effect or DevvStream Material Adverse Effect; (d) XCF Global shall have entered into the SAF Offtake Agreement and made a public announcement regarding its execution; and (e) delivery to Southern Energy of customary officer certificates from XCF Global, the Merger Subs and DevvStream.
Termination of the BCA
The BCA contains certain termination rights, including, among others:
• termination by mutual written consent of Southern Energy, DevvStream and XCF Global;
• termination by any of Southern Energy, DevvStream or XCF Global if: (a) the stockholders of XCF Global fail to authorize and adopt the resolutions to be put before the XCF Global stockholders authorizing the issuance of XCF Global Common Shares in connection with the Business Combination and any other matters required to be approved by XCF Global stockholders in order to consummate the Business Combination; (b) the shareholders of DevvStream fail to pass the resolutions to be put before the DevvStream shareholders authorizing the Domestication, the DevvStream Merger and the BCA; (c) laws or orders prohibit or enjoin the consummation of the Business Combination that have become final and non-appealable; or (d) the Effective Time does not occur on or prior to the Outside Date, subject to a one-time thirty (30)-day extension upon mutual written agreement;
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• termination by XCF Global if: (a) Southern Energy or DevvStream has an uncured material breach; (b) prior to the approval by the XCF Global stockholders of the Business Combination, XCF Global enters into a written agreement with respect to a Superior Proposal; (c) the DevvStream Board changes its recommendation in certain circumstances; or (d) there has been a Southern Energy Material Adverse Effect or DevvStream Material Adverse Effect that is not or cannot be cured;
• termination by Southern Energy if: (a) XCF Global, DevvStream or the Merger Subs have an uncured material breach; (b) the XCF Global Board changes its recommendation in certain circumstances; or (c) the DevvStream Board changes its recommendation in certain circumstances; and
• termination by DevvStream if: (a) XCF Global, Southern Energy or the Merger Subs have an uncured material breach; (b) prior to the approval by the DevvStream shareholders of the Business Combination, DevvStream enters into a written agreement with respect to a Superior Proposal; (c) the XCF Global Board changes its recommendation in certain circumstances; or (d) there has been a XCF Global Material Adverse Effect or Southern Energy Material Adverse Effect that is not or cannot be cured.
Termination Fee and Reimbursement
DevvStream will owe a termination fee of $510,000 to XCF Global if (a) XCF Global or Southern Energy terminates the BCA due to DevvStream changing its board recommendation, (b) DevvStream terminates the BCA to enter into a Superior Proposal (as defined in the BCA) or (c) within 12 months after termination of the BCA for certain reasons (such as a breach by DevvStream, failure to obtain approval of the proposals presented at the DevvStream Special Meeting or reaching the Outside Date (as defined in the BCA)), DevvStream consummates or enters into a definitive agreement for an acquisition proposal that was made known prior to termination. XCF Global will owe a termination fee of $510,000 to DevvStream and $1,190,000 to Southern Energy if (a) DevvStream or Southern Energy terminates the BCA due to XCF Global changing its board recommendation, (b) XCF Global 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 XCF Global, failure to obtain approval of the proposals presented at the XCF Global Special Meeting or reaching the Outside Date), XCF Global consummates or enters into a definitive agreement for an acquisition proposal that was made known prior to termination. The parties to the BCA acknowledge that no termination fee will be owed if either of DevvStream or XCF Global validly terminate the BCA due to the failure to obtain the DevvStream fairness opinion or the XCF Global fairness opinion, respectively, as provided in the BCA.
Other Expenses
Except as expressly provided in the BCA, each party will bear its own fees and expenses, including the fees and expenses of investment bankers and other advisors, incurred in connection with the Business Combination, whether or not the Business Combination is consummated. If the BCA is terminated as a result of the failure to obtain the Required DevvStream Shareholder Approval, DevvStream will pay XCF Global an expense reimbursement for XCF Global’s reasonable, documented expenses, in an amount not to exceed $170,000. If the BCA is terminated as a result of the failure to obtain the Required Company Shareholder Approval, XCF Global will pay (i) DevvStream an expense reimbursement for DevvStream’s reasonable, documented expenses, in an amount not to exceed $170,000, and (ii) Southern Energy an expense reimbursement for Southern Energy’s reasonable, documented expenses, in an amount not to exceed $397,000. Any expense reimbursement paid will be credited against any termination fee subsequently paid by the same party on a dollar-for-dollar basis.
Related Agreements
Support & Lock-Up Agreements
In connection with the execution of the BCA, (i) XCF Global, Southern Energy, DevvStream and certain insider stockholders of XCF Global entered into the XCF Global Support & Lock-Up Agreement, (ii) XCF Global, Southern Energy, DevvStream and certain insider stockholders of DevvStream entered into the DevvStream Support & Lock-Up Agreement and (iii) XCF Global, Southern Energy, DevvStream and certain insider stockholders of Southern Energy entered into the Southern Support & Lock-Up Agreement, each dated April 13, 2026.
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Pursuant to the Support & Lock-Up Agreements, the respective securityholders agreed to vote any covered shares held by them in favor of the Business Combination and against any competing alternative transactions. Because the XCF Global stockholders and DevvStream shareholders that are subject to the applicable Support & Lock-Up Agreements hold a sufficient number of voting shares to approve the Business Combination on behalf of XCF Global and DevvStream, respectively, the requisite shareholder approvals for XCF Global and DevvStream are ensured, provided that such securityholders comply with their voting obligations under the applicable Support & Lock-Up Agreements. Additionally, such 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 XCF Global or Southern Energy or (ii) cause any material delay in the consummation of the Business Combination.
Background of the Business Combination
The following chronology summarizes the key meetings and events that led to the signing of the BCA. The terms of the BCA are the result of extensive arm’s-length negotiations among the management teams, boards of directors and, in the case of XCF and DevvStream, special committees of the respective boards of directors, of XCF, DevvStream and Southern Energy, along with their respective legal and financial advisors.
As part of the ongoing consideration and evaluation of XCF’s long-term prospects and strategies, the XCF Board frequently reviews with XCF’s management strategic and financial alternatives in light of developments in XCF’s business, the competitive landscape, the economy generally and financial markets, all with the goal of enhancing value for its stockholders. As part of this process, XCF’s management has engaged in business development and/or strategic discussions with industry participants including at industry conferences. This includes contacts with numerous companies regarding potential collaborations, and partnerships, as well as a number of discussions with companies about strategic transactions.
On December 3, 2025, DevvStream and Southern Energy entered into an Agreement and Plan of Merger (the “DevvStream-Southern Merger Agreement”). Concurrent with its signing, EMEE made a $2,000,000 PIPE investment in DevvStream. Upon closing, (i) Southern Energy would have merged with a wholly owned subsidiary of DevvStream, and (ii) existing equity in Southern would have been exchanged for equity in DevvStream, resulting in Southern’s shareholders (inclusive of the PIPE investment) holding seventy percent (70%) of DevvStream on a fully diluted basis.
During the fall of 2025, the XCF Board and management team pursued a range of financial and strategic alternatives to fund XCF’s ongoing operations, complete upgrades to XCF’s renewable fuel facility in Reno, Nevada (the “New Rise Reno Facility”), and position XCF for geographic and technological expansion over time. These alternatives included public markets financings, asset-based and cash flow-based financings, and potential strategic investments. Among other steps taken during this period, XCF (i) filed a registration statement with the SEC, which was declared effective on December 2, 2025, for the use of an equity line of credit with Helena Partners (the “ELOC”); (ii) engaged Roth Capital Partners on December 24, 2025 as a capital markets adviser to assist XCF in sourcing capital markets financing alternatives; and (iii) explored potential strategic investments with several third parties with which XCF had existing commercial or financial relationships. Concurrently, DevvStream was exploring strategic alternatives to scale its environmental-asset monetization platform.
One of the strategic investment alternatives pursued by XCF involved discussions with EEME, a company controlled by Majique Ladnier that was an existing investor in XCF. EEME had also been engaged in forming and developing Southern Energy. The initial discussions between XCF and EEME contemplated the possibility of EEME providing additional financing for XCF; however, those discussions evolved into a broader exploration of a strategic business combination among XCF, Southern Energy and DevvStream, alongside the EEME investment. In late December 2025, recognizing the complementary nature of Southern Energy’s private biomass-to-fuels project pipeline and XCF’s operational New Rise Reno Facility, discussions among XCF’s Chief Executive Officer and Interim Board Chair and representatives of EEME, Southern Energy and DevvStream accelerated, and the framework for a potential combination and investment transaction began to take shape.
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Recognizing that the combined platform would generate significant carbon credits and renewable energy certificates requiring sophisticated monetization, XCF, EEME and Southern Energy approached DevvStream, and XCF and DevvStream entered into a mutual non-disclosure agreement on January 12, 2026. Following these arrangements, a secure data room was opened and clean teams were established to facilitate the sharing of material non-public information among the entities.
On January 14, 2026, the members of the XCF Board, XCF’s Chief Financial Officer and a representative of Shumaker, Loop & Kendrick, LLP, XCF’s outside legal counsel (“Shumaker”), discussed at a special meeting, among other things, a term sheet received on January 13, 2026 (the “Term Sheet”) with respect to a proposed merger among XCF, DevvStream and Southern Energy (the “Transaction”). The members of the XCF Board unanimously approved the designation of certain directors to act as a special committee of the XCF Board consisting of members that did not have a conflict of interest through indirect holdings in DevvStream or Southern Energy (the “XCF Special Committee”) to review, assess, negotiate through Shumaker in coordination with Company counsel for the Transaction, and to recommend to the full Board moving forward or declining the Term Sheet as well as to review, evaluate, respond to and if it deems appropriate to negotiate the Transaction, as well as to make a recommendation to the XCF Board. The members of the XCF Special Committee were Mr. Cooper, who was appointed as Chair, Ms. Kim and Mr. Cockrell, each of whom the XCF Board determined was disinterested with respect to the Transaction. The XCF Special Committee was formed in light of, among other relationships, the fact that Mr. Thorn, XCF’s Interim Board Chair, also serves as a member of the board of directors of DevvStream Corp. Concurrent with the formation of the XCF Special Committee, XCF engaged Paul Hastings LLP (“Paul Hastings”) as outside legal counsel to XCF for the Transaction. Because Paul Hastings had previously represented Southern Energy, and Shumaker had previously represented DevvStream, each of XCF, Southern Energy and DevvStream granted customary conflict waivers in connection with these engagements. In addition, each of Southern Energy and DevvStream consented to Paul Hastings’ use, in connection with its representation of XCF in the Transaction, of confidential information, diligence materials and work product that Paul Hastings had obtained in the course of its prior representation of Southern Energy.
On January 16, 2026, the members of the XCF Special Committee, XCF’s Chief Financial Officer, and a representative of Shumaker discussed revisions to the Term Sheet, pros and cons of proceeding with the Transaction the financial condition of XCF and the lack of other strategic alternatives or financing options despite the significant efforts since the De-SPAC. The XCF Special Committee determined revisions to the Term Sheet should be made and submitted.
On January 22, 2026, the members of the XCF Special Committee, XCF’s Chief Financial Officer, and a representative of Shumaker discussed, among other things, the latest draft of the Term Sheet received from Southern Energy. The XCF Special Committee noted that many of its previously proposed revisions had not been accepted, and that satisfactory due diligence, further negotiation, and fairness opinions with respect to the valuations of DevvStream and Southern Energy and the ownership split among the parties would need to be completed prior to the execution of a definitive agreement for the Transaction. After considering XCF’s financial condition, its lack of liquidity, the absence of other viable financing or strategic alternatives, the limited time available to XCF to pursue alternatives, the time demands of the offering party, the interim funding contemplated by the Term Sheet, and the potential for the combined platform to provide access to additional financing and other benefits to maximize stockholder value for XCF’s stockholders, and recognizing its fiduciary duties, the XCF Special Committee determined to recommend that the XCF Board approve XCF’s entry into the latest revised Term Sheet proposed by Southern Energy.
On January 22, 2026, the members of the XCF Board, XCF’s Chief Financial Officer and a representative of Shumaker, discussed at a special meeting, among other things, the revised Term Sheet that the XCF Special Committee recommended the XCF Board approve and the XCF Board approved the revised Term Sheet and authorized Christopher Cooper, the Chairman of the XCF Special Committee and the XCF’s CEO to organize due diligence efforts, recommend to the XCF Special Committee an independent valuation firm to conduct further evaluations, to negotiate the terms of the definitive merger agreement contemplated by the Term Sheet and any other definitive agreements related thereto, subject to the approval of all such agreements by the XCF Special Committee and the XCF Board and, as applicable, XCF’s stockholders.
On January 26, 2026, following several weeks of intensive negotiations regarding valuation and operational synergies, XCF, DevvStream and Southern Energy executed a binding term sheet. Concurrently, EEME funded to XCF the first tranche of its previously discussed investment in XCF.
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Between late January and early April 2026, the parties and their legal counsels exchanged numerous drafts of the BCA. Negotiations heavily focused on the allocation of risk and the structuring of closing conditions necessary to ensure the viability of the post-merger platform. Key negotiated points included: (i) the requirement for DevvStream to domesticate from Alberta to Delaware prior to closing to streamline the combined company’s corporate structure, (ii) the establishment of various specific closing conditions tied to operational milestones, (iii) interim operating covenants, (v) termination provisions and (vi) termination fees and expense reimbursement caps.
On February 12, 2026, representatives of Paul Hastings circulated an initial draft of the BCA to Southern Energy and DevvStream and each of their respective counsels, and concurrently circulated the draft to XCF management and the XCF Special Committee, including to Shumaker as counsel to the XCF Special Committee.
On February 19, 2026, the members of the XCF Special Committee, XCF’s Chief Financial Officer, and a representative of Shumaker discussed, among other things, XCF’s financial position, and areas of concern with respect to the initial draft of the BCA, authorizing XCF’s past CFO to begin discussions with three valuation firms, and the status of the diligence process.
On February 25, 2026, representatives of Morrison & Foerster LLP (“Morrison Foerster”), counsel to DevvStream, circulated a revised draft of the BCA to the other parties and their respective counsels. The revised draft expanded the representations and warranties required from XCF and imposed new restrictive interim operating covenants on XCF, including caps on capital expenditures and strict limitations on hiring, firing, and compensation increases. Furthermore, the draft introduced new closing conditions, including a mutual condition capping the exercise of dissenters’ rights, as well as unilateral requirements that XCF execute its offtake agreement and achieve specific financial targets, including an annualized EBITDA of at least $100,000,000, by June 30, 2026. The draft also added various funding and operational closing conditions for Southern Energy, including securing plant conversion funding and initiating a $400,000,000 state bond issuance. Finally, the revised draft substantially modified the agreement’s termination provisions by introducing reciprocal termination fees and expense reimbursement obligations applicable to XCF.
On February 26, 2026, the members of the XCF Board, XCF’s Chief Financial Officer and a representative of Shumaker, discussed at a special meeting, among other things, the status of the Transaction, XCF’s declining liquidity and negotiation of XCF’s debt extensions, deferments and potential conversions to stock.
Throughout February 2026 and April 2026, the parties worked to finalize their due diligence processes, which were informed in the cases of DevvStream and Southern, by the diligence conducted in connection with the DevvStream-Southern Merger Agreement. This process included (i) written responses provided by XCF on April 4, 2026, to a legal due diligence request list, and (ii) written responses provided by Southern Energy on February 23, 2026, and DevvStream on March 24, 2026, to “bring-down” legal due diligence request lists. Each of Southern and DevvStream provided XCF and its representatives access to the virtual data rooms that had been set up in connection with the Merger Agreement where the requested documents and up to date information were uploaded for review. XCF provided access on or around April 4, 2026, to its virtual data room prepared in response to the request list. Follow-up diligence questions were also communicated to counsel for the parties via email.
On March 3, 2026, representatives of Paul Hastings, met with members of XCF management to discuss, among other things, issues arising in recent turns of the BCA relating to interim operating covenants, closing conditions and termination fees.
On March 5, 2026, the members of the XCF Special Committee, XCF’s Chief Financial Officer, and a representative of Shumaker discussed, and the XCF Special Committee authorized, the engagement of FTI Consulting, Inc. (“FTI”). During the March 5. 2026, meeting, the Special Committee also authorized changes to be made to the BCA based on an issues list prepared by Shumaker. FTI was formally engaged pursuant to an agreement dated March 6, 2026, to provide valuation services for the XCF Special Committee, by and through Shumaker, solely for internal planning purposes to facilitate consummation of the Transaction.
On March 13, 2026, representatives of Paul Hastings circulated a revised draft of the BCA that reflected input from both Paul Hastings, on behalf of XCF and Shumaker on behalf of the XCF Special Committee. The revised draft, among other things, primarily focused on refining the structural mechanics of the transaction, specifically clarifying the procedures for how Southern Energy and DevvStream securities would be exchanged, adjusted, or cancelled at closing. In addition to these structural refinements, the revisions adjusted the scope of the fairness opinion, updated
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governance and notice provisions related to the Special Committee, and broadened the legal conflict and privilege waivers to encompass additional advisory firms involved in the transaction. Furthermore, the revised draft relaxed several interim operating covenants governing XCF.
On March 17, 2026, the members of the XCF Special Committee, XCF’s Chief Financial Officer, a representative of Shumaker and representatives of Paul Hastings discussed, among other things, revised drafts of the BCA, Schedules and diligence being conducted with Paul Hastings, status and issues pertaining to the process involving the FTI’s financial analysis (including potential analysis regarding financial fairness) and EEME’s failure to provide funding to XCF in accordance with the Term Sheet.
On March 26, 2026, the members of the XCF Board, XCF’s Chief Financial Officer and representatives of Shumaker, discussed at a special meeting, among other things, XCF’s cash flow and liquidity position, financial alternatives and the status of the Transaction, including the status of the FTI’s work and that the BCA was awaiting execution.
During the period between February 2026 and early April 2026, EEME funded to XCF the second tranche of its investment and, following the approval by XCF’s stockholders on March 6, 2026 of the issuance of certain securities to EEME, the third tranche of its investment.
Representatives of Paul Hastings distributed initial drafts of the support and lock-up agreements contemplated by the BCA for shareholders of XCF, DevvStream and Southern Energy on March 31, 2026. Between March 31, 2026, and April 10, 2026, the parties and their respective legal counsels provided comments on these initial drafts and engaged in further correspondence regarding the lock-up period for the shareholders of each party and the number of shares subject to such lock-up. After some correspondence on the topic, including between the parties and the XCF shareholders that would sign the support and lock-up agreements, the parties agreed on April 10, 2026, to the following: (i) 100% of the DevvStream shares held by specified DevvStream shareholders would locked up until the closing, and 50% of the DevvStream consideration shares received by such shareholders would be locked up for 6 months following the closing, (ii) 100% of EMEE’s DevvStream shares and Southern Energy shares would be locked up until the closing, and 100% of the DevvStream consideration shares and 50% of the Southern Energy consideration shares received by EMEE would be locked up for 6 months following the closing, and (iii) for each specified XCF shareholder, a certain percentage of XCF shares (that totaled to the minimum amount required to approve the deal as of signing) would be locked up only until the required XCF shareholder approval of the business combination was obtained by XCF.
On April 1, 2026, representatives of Morrison Foerster circulated a revised draft of the BCA, which draft also included comments from representatives of Whitley LLP (“Whitley”), counsel to Southern. The revised draft, among other things, introduced a new covenant governing an anticipated asset spin-off and provided detailed, award-specific mechanics for the assumption and conversion of DevvStream’s outstanding options, warrants, and RSUs, replacing the broader assumption language in the prior draft. Additionally, the revised draft included a new termination right tied to DevvStream’s and XCF’s receipt and review of their respective fairness opinions, and relaxed the interim operating covenants applicable to DevvStream and Southern, incorporating materiality qualifiers and ordinary course exceptions to align their operational flexibility between signing and closing with the less severe standards previously established for XCF.
On April 1, 2026, the members of the XCF Special Committee, XCF’s Chief Financial Officer, and a representative of Shumaker discussed, among other things, issues and delays associated with FTI (including a potential scenario in which the most advisable time to sign the BCA is prior to the availability of a fairness opinion for XCF and/or DevvStream and possible BCA terms to address this scenario), the status of business liquidity, the current status and outstanding issues of the BCA, the importance of management’s attention to due diligence and schedules for the BCA and potential negatives and benefits surrounding the BCA as well as the lack of any legitimate alternatives to the Transaction that were either viable or beneficial for XCF at this time. It was agreed that the combined entities provided XCF with a much better platform than it would have on its own, the XCF Special Committee agreed that it should attempt to improve the current terms of the BCA.
On April 1, 2026, representatives of Morrison Foerster circulated an initial draft of the DevvStream Disclosure Schedules. Between April 1, 2026, and April 10, 2026. Representatives of DevvStream and Morrison Foerster, DevvStream, and Paul Hastings, as applicable, circulated revised drafts of the DevvStream Disclosure Schedules. The revisions reflected comments arising out diligence conducted to date, further review of the scheduled agreements and matters, and other clean-up and conforming changes. A final draft of the DevvStream Disclosure Schedules was circulated by representatives of DevvStream on April 10, 2026, to which the parties had no further comment.
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On April 2, 2026, representatives of Paul Hastings circulated a revised draft of the BCA, which draft also included comments from representatives of Shumaker on behalf of the XCF Special Committee. The revised draft refined the asset spin-off covenant to limit its scope to a potential newly formed DevvStream shell holding company, provided any such transaction would not cause material delays or adverse consequences to the Transaction. Furthermore, the revisions restructured the commercial offtake covenants to distinguish between SAF and Non-SAF offtake agreements rather than entity-specific arrangements. The revised draft also formalized a closing condition requiring Southern Energy to have a minimum capitalization of at least $10 million in aggregate cash and previously deployed funds, introduced a new condition requiring EEME to maintain majority beneficial ownership of Southern Energy at closing, and clarified the automatic termination mechanics for the legacy December 2025 Southern-DevvStream Merger Agreement upon the expiration of the fairness opinion termination rights.
Between April 5, 2026, and April 12, 2026, legal counsel for XCF, DevvStream, and Southern Energy exchanged multiple revised drafts of the BCA and related ancillary documents. During this final phase of negotiations, the parties primarily focused on minor and conforming changes necessary to finalize the transaction documentation prior to execution. The types of changes incorporated during this period included technical refinements to the treatment of outstanding equity awards, the insertion of the final names and formation details for the respective merger sub entities, updates to certain defined terms and expense reimbursement caps, clarifications explicitly aligning the respective board recommendations with the receipt of satisfactory fairness opinions, and the completion of the disclosure schedules and exhibits, including the finalized list of core securityholders subject to the support and lock-up agreements.
On April 6, 2026, the members of the XCF Board, XCF’s Chief Financial Officer, an advisor to XCF, and a representative of Shumaker, discussed at a special meeting, among other things, the business case regarding the Combined Company, the process of preparation of the schedules to the BCA being prepared by Paul Hastings and the Company, that they had not thus far determined any unanticipated or major risks from due diligence or schedules from DevvStream or Southern Energy and XCF’s tenuous financial position, and the lack of reasonable financing or other alternatives.
Representatives of Whitley distributed an initial draft of the Southern Energy Disclosure Schedules on April 7, 2026, following which representatives of Paul Hastings and Whitley circulated several revised drafts of the Southern Energy Disclosure Schedules. Comments to the Southern Energy Disclosure Schedules reflected additional reviews of scheduled documents, matters identified in Paul Hastings’ diligence process, correspondence with Whitley representatives and certain clean-up and conforming edits. Representatives of Paul Hastings distributed a final proposed draft of the Southern Energy Disclosure Schedules on April 10, 2026, which was approved by representatives of DevvStream and Whitley, respectively.
Representatives of Paul Hastings circulated an initial draft of the XCF Disclosure Schedules on April 8, 2026, and a revised draft on April 9, 2026. After confirming several open points and finalizing certain schedules, Paul Hastings representatives distributed a final version of the XCF Disclosures on April 10, 2026, which was approved by representatives of DevvStream and Whitley, respectively.
On April 11, 2026, the members of the XCF Special Committee, XCF’s Chief Financial Officer, and a representative of Shumaker discussed, among other things, the status and open issues of the BCA, due diligence and schedules, including BCA changes and the issues pertaining to the changes. The business operation covenants in the BCA for XCF, DevvStream and Southern Energy were discussed at length along with proposed termination events in connection with XCF and/or DevvStream not receiving fairness opinion by twenty business days after signing of the BCA, dilution issues (pertaining to warrants options and convertible notes), termination rights, breakup fees, a proposed dissenters right cap closing condition, representation issues regarding the Southern Energy financials and other issues.
On April 12, 2026, the Board of XCF, with XCF’s Chief Financial Officer and a representative of Shumaker, convened to discuss any last questions or issues pertaining to proceeding with the BCA. It was discussed that written resolutions had been provided to members of the Special Committee and XCF Board for consideration. At such time, the two members of the XCF Board that are on the XCF Special Committee were supportive of moving forward with signing the BCA, subject to a final determination by the Special Committee as to whether to proceed with signing the BCA.
On April 12, 2026, the members of the XCF Special Committee, XCF’s Chief Financial Officer, and a representative of Shumaker discussed, among other things, due diligence issues raised by Paul Hastings, XCF’s schedules, Southern Energy’s financial model, termination events in the BCA regarding the XCF and DevvStream fairness opinions with the XCF Special Committee determining at the end of the meeting to recommend that XCF proceed with signing the BCA, subject to satisfaction with a written resolution to be provided.
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On April 12, 2026, the members of the XCF Special Committee signed a unanimous written consent recommending that the XCF Board that XCF enter into the BCA materially in the form attached to such written consent.
On April 12, 2026, the members of the XCF Board signed a unanimous written consent approving XCF entering into the BCA.
On April 13, 2026, after market close, the Board of XCF met with XCF’s Chief Financial Officer and a representative of Shumaker and it was confirmed that all Special Committee members and Board members approved proceeding with delivering the executed BCA.
On April 13, 2026, the parties executed the BCA. Concurrently with the execution of the BCA, Support and Lock-Up Agreements were executed by certain core securityholders of XCF, DevvStream, and Southern, including EEME Energy SPV I LLC, Randall Eric Soule (“Soule”), RESC Renewables Holdings, LLC, GL PART SPV I, LLC, GL PART SPV II, LLC, ENCORE DEC, LLC, Sunny Trinh, Focus Impact Sponsor (“Focus Impact Sponsor”), Focus Impact Partners, LLC (“Focus Impact Partners”), David Goertz, DJG Enterprises Inc., and Chris Merkel.
On April 14, 2026, XCF filed a Current Report on Form 8-K providing a summary of certain key terms of the BCA and issued a press release announcing the execution of the BCA.
On April 15, 2026, the XCF Special Committee and XCF Board engaged Houlihan Capital, LLC (“HC”) as its financial advisor to render a written opinion to the XCF Special Committee and XCF Board, as to whether, as of the date of such opinion, the issuance of the Company Common Shares to the shareholders of Southern and DevvStream, taken together, is fair, from a financial point of view, to XCF.
On April 15, 2026, the DevvStream Board engaged ER Shares as its independent financial adviser to render a written opinion to the DevvStream Board and the DevvStream Special Committee, as to whether the DevvStream Per Share Consideration is fair, from a financial point of view, to the DevvStream Shareholders.
On April 17, 2026, XCF announced the receipt of the fourth and final tranche of the $10,000,000 investment from EEME, satisfying a condition under the BCA relating to funding of the New Rise Reno Facility upgrades.
Throughout the period April 15, 2026 through May 5, 2026, XCF and its two potential combination entities provided information requested by HC. In addition, the management teams of XCF, Southern Energy and DevvStream prepared a consolidated 10-year financial model for the combined company (the “Financial Model”), which was presented to the XCF Board and the DevvStream Board and shared with each company’s independent financial adviser. Each independent financial adviser had the opportunity to meet with the respective management teams, to review the materials contained in the data room, and to review and ask questions regarding the Financial Model.
On April 28, 2026, representatives of HC and the management teams of XCF, Southern Energy and DevvStream met virtually to review the business plans of each company and to address questions regarding the Financial Model.
On May 8, 2026, HC provided to a joint meeting of the Special Committee and the Board of Directors of XCF its preliminary report regarding the request for a fairness opinion. Significant questions were asked and answered, it was agreed certain revisions unrelated to their valuation range or determination of fairness would be made to correct or further explain certain items.
On May 11, 2026, HC met with a joint meeting of the Special Committee and the Board of Directors of XCF to answer additional questions regarding its report in connection with its conclusion that the issuance of the Company Common Shares to the shareholders of Southern and DevvStream, taken together, is fair, from a financial point of view, to XCF. Additional items to be corrected or further explained to finalize the preliminary report (again not impacting HC’s conclusions) were agreed to be made. The Special Committee and Board members at the meeting agreed to accept the fairness opinion based upon the changes to the report. Later that day the final report and fairness opinion was delivered and XCF notified the other participants of the Business Combination that the fairness opinion contingency in the Transaction Agreement as to XCF was completed and DevvStream indicated the same in connection with their fairness opinion contingency. With the receipt of both the XCF Fairness Opinion and the DevvStream Fairness Opinion, the fairness-opinion termination rights set forth in the Transaction Agreement expired and the DevvStream-Southern Merger Agreement automatically terminated and became of no further force or effect, without any liability or ongoing obligation to any party thereto.
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Recommendation of the XCF Special Committee and XCF Board and XCF’s Reasons for the Business Combination
Upon the recommendation of the XCF Special Committee, the XCF Board (i) determined that the BCA and the transactions contemplated thereby, including the Transaction, are advisable and fair and in the best interests of XCF and its stockholders, (ii) approved and adopted, pursuant to the Delaware General Corporation Law, the BCA and the transactions contemplated thereby, (iii) directed that the adoption of the BCA be submitted to a vote of XCF’s stockholders at a meeting of XCF’s stockholders, (iv) subject to the terms and conditions of the BCA, recommended that XCF’s stockholders approve the adoption of the BCA and approve the Transaction on the terms and subject to the conditions set forth in the BCA, and (v) authorized and approved all other matters reasonably required to consummate the Transaction.
The XCF Global Board unanimously recommends that XCF Global stockholders vote (i) “FOR” the XCF Global Authorized Stock Increase Proposal, (ii) “FOR” the XCF Global Stock Issuance Proposal, (iii) “FOR” the XCF Global Director Election Proposal (iv) “FOR” the XCF Global 2025 Equity Incentive Plan Increase Proposal.
In evaluating the BCA and the Transaction, the XCF Special Committee and the XCF Board held numerous meetings and consulted with XCF’s management and financial, accounting and legal advisors and considered a number of factors in favor of the Transaction, including but not limited to the following material factors (not necessarily in order of relative importance):
• XCF entered into the definitive agreement for the Transaction subject to a requirement that an acceptable fairness opinion be received which would affirm that the transaction consideration was fair for the X shareholders which was rendered by HC.
• Major reasons for entering into the Transaction considered by the XCF Board and Special Committee included its financial condition, financing needs, lack of alternative options, the time limitations XCF had to secure financing or find other alternatives. The benefits of the proposed Transaction in what Southern Energy and DevvStream would contribute to the combined company, time demands of the offering party, the Special Committee and Board members fiduciary responsibilities, the funding availability to pursue important XCF objectives, the platform that would be created to help ensure viability of XCF and assist in achieving its goals and other benefits expected to maximize XCF shareholders value.
• Aggregate Value of Transaction Consideration — the XCF Special Committee’s and the XCF Board’s belief, as a result of arm’s length negotiations with Southern Energy and DevvStream and taking into account XCF’s inability to raise financing on terms favorable to XCF, and the XCF Special Committee’s and the XCF Board’s familiarity with the business, operations, prospects, business strategy, assets, liabilities and general financial condition of XCF on a historical and prospective basis, that (i) XCF and its representatives negotiated the most favorable issuance of common shares of XCF that Southern Energy and DevvStream were willing to agree to, (ii) measured against the longer-term execution risks described below, the proposed issuance of XCF common shares to acquire Southern Energy and DevvStream is fair and (iii) the terms of the BCA include the most favorable terms to XCF in the aggregate to which Southern Energy and DevvStream were willing to agree, and which provide a high level of closing certainty;
• Opinion — the financial analysis reviewed by representatives of HC with the XCF Special Committee, the structure of the BCA, under which the XCF Special Committee’s and the XCF Board’s approval at signing was expressly subject to subsequent receipt of a satisfactory Company Fairness Opinion, with a corresponding right to terminate the BCA if such opinion was not received within twenty (20) business days of signing, and the subsequent receipt by the XCF Special Committee of the oral opinion of HC (confirmed in writing by delivery of HC’s written opinion dated May 11, 2026) with respect to the fairness, from a financial point of view, to the XCF stockholders of the proposed issuance of XCF common shares to acquire Southern Energy and DevvStream in the Transaction pursuant to the BCA, as of May 11, 2026, based upon and subject to the assumptions made, procedures followed, conditions described, matters considered, and qualifications and limitations on the scope of review undertaken and other matters considered by HC in preparing its opinion;
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• Commitment to Fund XCF Plant Conversion — the XCF Special Committee in making its recommendation to XCF’s Board considered that EEME agreed to fund the buildout and conversion of XCF’s New Rise Reno facility pursuant to the terms of the Term Sheet. The XCF Special Committee and the XCF Board believes that EEME’s commitment of the cash to convert one of XCF’s facilities effectively increases the consideration to the XCF stockholders in the Transaction;
• Standalone Consideration — the XCF Board’s belief that maintaining XCF as an independent stand-alone company involved significant risk, taking into account XCF’s business, operational and financial status and prospects, including its cash position, and the need to raise significant additional financing for the continued development and expansion of its facilities to produce its renewable fuels.
• Potential Stockholder Value in Light of Available Alternatives — The XCF Board, with the assistance of the XCF Special Committee and XCF’s management and legal and financial advisors, reviewed potential strategic alternatives for XCF in light of its current and projected financial position and results of operations, the challenges it faces in growing its core business operations as a stand-alone company (including its projected need to raise additional capital in the near term), and its historical and projected ability to execute on its long-term standalone plan, in order to identify the course of action that would, in the XCF Board’s opinion, create the most value for XCF stockholders. The XCF Board believes that the Transaction preserves cash resources of the combined company, allowing XCF stockholders an opportunity to share in the future value of the combined company. The XCF Board believes, after such review of potential strategic alternatives and XCF’s prospects and challenges as a stand-alone company, that the Transaction with Southern Energy, DevvStream and EEME is a superior alternative to the other alternatives available to XCF, including remaining a stand-alone public company, considering the potential stockholder value that might result from such alternatives, the feasibility of such alternatives and the risks and uncertainties associated with pursuing such alternatives relative to the Transaction;
• Prospects of the Combined Company — The belief of the XCF Board that the Transaction will provide existing XCF stockholders a significant opportunity to participate in the potential growth of the combined company following the Transaction. The XCF Board and XCF Special Committee considered the judgment, advice and analysis of XCF’s management with respect to the potential strategic, financial and operational benefits of the Transaction (which judgment, advice and analysis was informed in part on the business, technical, financial, accounting and legal due diligence investigation performed with respect to Southern Energy and DevvStream), including the fact that the Transaction will create a combined company on a national exchange which will enhance the ability to fund the combined company’s product portfolio pipeline.
The XCF Special Committee and the XCF Board also reviewed the terms and conditions of the BCA and related transactions, as well as the safeguards and protective provisions included therein intended to mitigate risk, including the following:
• the fact that the percentage of XCF common shares proposed to be issued to Southern Energy and DevvStream will not fluctuate based upon changes in the stock price of XCF or DevvStream prior to the completion of the Merger and provides certainty to XCF’s stockholders as to their pro forma ownership of approximately 66.7% of the combined company, on a fully diluted basis following completion of the Transaction;
• XCF’s ability, under certain circumstances, to furnish information to, and conduct negotiations with, third parties regarding alternative acquisition proposals;
• the XCF Board’s ability, under certain circumstances involving a Superior Proposal, to withdraw or modify its recommendation that XCF stockholders vote in favor of the adoption of the BCA;
• the reasonableness of the potential termination fee of $1,190,000 to Southern Energy and $510,000 to DevvStream, or reimbursement of certain transaction expenses of up to $397,000 to Southern Energy and $170,000 to DevvStream, which could become payable by XCF if the BCA is terminated in certain circumstances;
• the belief that the terms of the BCA, including the parties’ representations, warranties, and covenants, and the conditions to their respective obligations, are reasonable under the circumstances.
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The XCF Special Committee and the XCF Board also considered a variety of risks and other potentially negative factors, including, among other risks and factors, the following (not necessarily in order of relative importance):
• the possible volatility of the trading price of XCF Common Stock resulting from the announcement, pendency or completion of the Transaction;
• the risk that the Transaction might not be consummated in a timely manner or at all, including the risks that XCF would have incurred substantial transaction and opportunity costs and that XCF’s business might be subject to substantial disruptions and delays that could adversely impact its business plan and prospects;
• the restrictions the BCA imposes on XCF’s ability to solicit competing proposals;
• the fact that XCF may be obligated to pay a termination fee of $1,190,000 to Southern Energy and $510,000 to DevvStream, or reimbursement of certain transaction expenses of up to $397,000 to Southern Energy and $170,000 to DevvStream if the BCA is terminated in certain circumstances and the possibility that the termination fee or reimbursement obligations could potentially deter third parties from proposing an alternative transaction that may be more advantageous to XCF’s stockholders;
• the potential of disruptive stockholder litigation following announcement of the Transaction;
• the significant costs involved in connection with entering into the BCA and completing the Transaction and the substantial time and effort of management required to consummate the Transaction, including costs associated with potential related litigation;
• the substantial dilution to XCF stockholders as a result of the Transaction and the future potential dilution that may occur, including the fact that former XCF stockholders will have less influence over the management and policies of the combined company then they have over the management and policies of XCF currently; and
• various other risks associated with the Transaction, including the risks described in the section entitled “Risk Factors” in this joint proxy statement/prospectus and in XCF’s Annual Report on Form 10-K for the year ended December 31, 2025.
In view of the factors considered in connection with its evaluation of the proposed Transaction and the complexity of these matters, the XCF Special Committee and the XCF Board did not find it practicable to, and did not, quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the proposed Transaction and the BCA and to make its recommendation to its stockholders. In addition, individual members of the XCF Special Committee and the XCF Board may have given differing weights to different factors. In reaching its determination to approve the proposed Transaction and the BCA, the XCF Special Committee and the XCF Board conducted an overall review of the factors described above, including through thorough discussions with its management and outside legal and financial advisor. The XCF Special Committee and the XCF Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Transaction were outweighed by the potential benefits of the Transaction.
The XCF Special Committee made its recommendation to the XCF Board and the XCF Board made its recommendation to stockholders based on the totality of information presented to, and the investigation conducted by, the XCF Special Committee and the XCF Board. The explanation of the factors and other information presented in this section may contain forward-looking statements and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” of this joint proxy statement/prospectus.
Opinion of Financial Advisor to the XCF Special Committee and XCF Board
At a meeting of the XCF Special Committee held on May 11, 2026, HC rendered to the XCF Special Committee and XCF Board its oral opinion, which was subsequently confirmed in writing by delivery of HC’s written opinion dated the same date, to the effect that, as of May 11, 2026, and based upon and subject to the assumptions made, procedures followed, conditions described, matters considered and qualifications and limitations on the scope of review undertaken by HC in rendering its opinion and as set forth in the written opinion, the proposed issuance of XCF common shares to acquire Southern Energy and DevvStream in the Transaction pursuant to the BCA was fair, from a financial point of view, to the stockholders of XCF.
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The summary of HC’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex E to this joint proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by HC in preparing its opinion. However, neither HC’s written opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be or constitutes advice or a recommendation to the XCF Special Committee or XCF Board or any security holder as to how to act or vote with respect to any matter relating to the proposed Transaction or otherwise. The opinion was addressed to the XCF Special Committee and XCF Board for the use and benefit of the members of the XCF Special Committee and XCF Board (in their capacities as such) in connection with the XCF Special Committee’s and XCF Board’s evaluation of the Transaction. The protection afforded by the BCA’s termination right tied to subsequent receipt of a satisfactory Company Fairness Opinion was just one of the several factors that the XCF Special Committee and XCF Board took into account in making its determination to approve the Transaction.
HC’s opinion only addressed whether, as of the date of the opinion, the issuance of XCF Common Shares to acquire Southern Energy and DevvStream in the Transaction pursuant to the BCA was fair, from a financial point of view, to the XCF stockholders and did not address any other terms, aspects, or implications of the Transaction or the BCA including, without limitation, (i) the underlying business decision of XCF, its stockholders, or any other party to proceed with or effect the proposed Transaction, (ii) the financial fairness of any aspect of the proposed Transaction not expressly addressed in the opinion, (iii) the terms of the Transaction (except with respect to financial fairness), including, without limitation, the closing conditions and any of the other provisions thereof, (iv) the fairness of any portion or aspect of the proposed Transaction to the holders of any securities, creditors, or other constituencies of XCF, or any other party, other than those set forth in the opinion, (v) the relative corporate or other merits of the proposed Transaction as compared to any alternative business strategies that might exist for XCF, or (vi) the tax, accounting, or legal consequences of the proposed Transaction to either XCF, its stockholders, or any other party. HC did not express any opinion as to what the value of XCF Common Shares actually will be when issued to the Southern Energy and DevvStream securityholders pursuant to the Transaction or the prices at which shares of XCF’s common stock may trade, be purchased or sold at any time.
For purposes of HC’s analyses and opinion, HC, at the XCF Special Committee’s direction, assumed that the resulting proforma ownership in the combined entity will be approximately 66.7% to existing XCF stockholders, 23.3% to Southern Energy stockholders and 10% to DevvStream stockholders. The Transaction is fair to XCF if the value of their resulting 66.7% stake in the combined entity is at least equivalent to the value of their pre-Transaction standalone interest in XCF. To assess this, HC developed standalone indications of value for each of XCF, DevvStream and Southern Energy and compared XCF’s implied value in the combined entity, computed as 66.7% of the aggregate standalone equity value of all three Transaction participants, against XCF’s standalone market capitalization as of selected pre-announcement reference dates, as described further in HC’s opinion.
HC’s opinion did not address the relative merits of the Transaction as compared to any alternative transaction or business strategy that may have existed for XCF, or the merits of the underlying decision by the XCF Special Committee to engage in or consummate the Transaction. The financial and other terms of the Transaction were determined pursuant to negotiations between the parties to the BCA and were not determined by or pursuant to any recommendation from HC and accordingly HC relied upon discussions with the senior management of XCF with respect to the availability and consequences of alternatives to the BCA other than the limited market outreach the XCF Special Committee directed HC to engage in. Consequently, HC assumed, based on discussions with the senior management of XCF, that the terms of the Transaction were the most beneficial terms from XCF’s perspective that could have been under the circumstances negotiated among the parties to the Transaction, and no opinion was expressed whether any alternative transaction might produce consideration for XCF or the XCF stockholders in an amount in excess of the merger consideration. Other than the limited market outreach, HC was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with respect to the Transaction, the securities, assets, businesses or operations of XCF, Southern Energy or DevvStream or any other party, or any alternatives to the Transaction, (b) negotiate the terms of the Transaction, or (c) advise the XCF Special Committee, the XCF Board or any other party with respect to alternatives to the Transaction.
HC’s analyses and opinion were necessarily based upon market, economic, and other conditions as they existed on, and could be evaluated as of, the date of the opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, HC did not assume any obligation to update, review, or reaffirm its opinion to the XCF Special Committee or any other person or otherwise to comment on or consider events occurring or coming to HC’s attention after the date of the opinion.
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In arriving at its opinion, HC made such reviews, analyses, and inquiries as HC deemed necessary and appropriate under the circumstances. Among other things, HC:
• Held discussions with XCF management regarding the Transaction, the historical performance of XCF, and the future outlook for XCF on a standalone basis;
• Held discussions with Southern Energy management regarding the historical performance of Southern Energy and the future outlook for Southern Energy on a standalone basis;
• Held discussions with DevvStream management regarding the historical performance of DevvStream and the future outlook for DevvStream on a standalone basis;
• Review of information provided by XCF including, but not limited to:
• The latest reports on Form 10-Q and Form 10-K and other relevant public documents filed with the Securities and Exchange Commission for XCF and DevvStream;
• XCF-provided financial projections prepared by XCF management for XCF on a standalone basis for the fiscal years ending December 31, 2026 through December 31, 2035;
• XCF-provided financial projections prepared by Southern Energy management for Southern Energy on a standalone basis for the fiscal years ending December 31, 2026 through December 31, 2035;
• XCF-provided financial projections prepared by DevvStream management for DevvStream on a standalone basis for the fiscal years ending December 31, 2026 through December 31, 2035;
• The XCF Investor Presentation, dated January 2026;
• The BCA and related transaction documents;
• The XCF BCA Disclosure Schedules and related exhibits and annexes;
• Southern Energy due diligence materials, including:
• Financial statements for Southern Energy and available operational data;
• Documentation related to Southern Energy’s SAF Offtake Agreement and European offtake agreements;
• Southern Energy’s project development plans and facility pipeline, including the flagship Louisiana project; and
• DevvStream due diligence materials, including:
• Financial statements for DevvStream and available operational data;
• Documentation related to the Helena Notes, consisting of Helena Note 1 and Helena Note 2, held by Helena Global Investment Opportunities 1 Ltd., and related diluted share count analysis.
• Reviewed the industries in which the Transaction participants operate, which included a review of (i) certain industry and economic research, (ii) certain comparable publicly traded companies and (iii) certain mergers and acquisitions of comparable businesses;
• Developed indications of value for XCF, Southern Energy, and DevvStream using generally accepted valuation methodologies; and
• Conducted such other analyses and inquiries, and considered such other information and factors, as HC deemed appropriate.
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In arriving at its opinion, HC, with the XCF Special Committee’s and XCF Board’s consent, relied upon and assumed, without independently verifying, the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to HC or available from public sources, and HC further relied upon the assurances of XCF’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. HC also relied upon, without independent verification, the assessments of the management of XCF as to XCF’s existing and future technology, products, projects, and services (including, without limitation, the development, testing, marketing, and life of such technology, products, projects, and services), and HC assumed, at the XCF Special Committee’s and XCF Board’s direction, that there would be no developments with respect to any such matters that would adversely affect HC’s analysis or its opinion. HC is not a legal, tax, accounting, environmental, or regulatory advisor and, HC did not express any views or opinions as to any legal, tax, accounting, environmental, or regulatory matters relating to XCF, Southern Energy, DevvStream, the Transaction, or otherwise. HC understood and assumed that XCF had obtained or would obtain such advice as it deemed necessary or appropriate from qualified legal, tax, accounting, environmental, regulatory, and other professionals, that such advice is sound and reasonable and that XCF had acted or would act in accordance therewith.
XCF assumed at the XCF Special Committee’s and XCF Board’s direction that the projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of management of XCF with respect to the future financial performance of XCF and that such information provided a reasonable basis upon which to analyze and evaluate XCF and form an opinion. HC expressed no view with respect to the projections or the assumptions on which they were based. HC did not physically inspect any of the Transaction participant’s properties or facilities and have not made or obtained any evaluations or appraisals of the Transaction participant’s assets or liabilities (including any contingent, derivative, or off-balance-sheet assets and liabilities).
In connection with preparing its opinion, HC performed a variety of financial analyses. The following is a summary of the material financial analyses performed by HC in connection with the preparation of its opinion. It is not a complete description of all analyses underlying such opinion.
The multiple ranges and implied value reference ranges indicated by HC’s analyses are not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, HC’s analyses are inherently subject to substantial uncertainty. The type and amount of consideration payable in the Transaction were determined through negotiation among XCF, Southern Energy and DevvStream, and the decision to enter into the Transaction was solely that of the XCF Special Committee and XCF Board.
The following summary of the material financial analyses performed by HC in connection with the preparation of its opinion includes information presented in tabular format. The tables alone do not constitute a complete description of these analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses HC performed. The order of the analyses does not represent relative importance or weight given to those analyses by HC.
XCF
Discounted Cash Flow Analysis
HC performed a discounted cash flow analysis of XCF by calculating cash flows over a 10-year projection period and determined terminal value under the Gordon Growth formula to capture the additional cash flow generation capacity of XCF beyond the 10-year projection period. The expected cash flows and terminal value were then discounted to their present value at an appropriate rate of return, or “discount rate” which was XCF’s weighted average cost of capital equal to 15.40%.
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|
XCF Global, Inc. Discounted Cash Flow Analysis - Gordon Growth As of May 5, 2026 |
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|
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|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
Projected Period |
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
2026 |
2027 |
2028 |
2029 |
2030 |
2031 |
2032 |
2033 |
2034 |
2035 |
Terminal Year |
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|
EBITDA |
$ |
35,333.5 |
|
$ |
67,734.0 |
|
$ |
62,306.4 |
|
$ |
53,516.9 |
|
$ |
133,872.9 |
|
$ |
215,167.3 |
|
$ |
283,010.5 |
|
$ |
295,537.5 |
|
$ |
294,645.7 |
|
$ |
279,342.7 |
|
$ |
279,342.7 |
|
|||||||||||||||||
|
(2) |
Less: Depreciation and Amortization |
|
(21,806.2 |
) |
|
(21,806.2 |
) |
|
(38,036.2 |
) |
|
(56,706.2 |
) |
|
(75,066.2 |
) |
|
(75,066.2 |
) |
|
(75,066.2 |
) |
|
(75,066.2 |
) |
|
(75,066.2 |
) |
|
(75,066.2 |
) |
|
(9,800.0 |
) |
||||||||||||||||
|
EBIT |
$ |
13,527.3 |
|
$ |
45,927.8 |
|
$ |
24,270.2 |
|
$ |
(3,189.3 |
) |
$ |
58,806.7 |
|
$ |
140,101.1 |
|
$ |
207,944.3 |
|
$ |
220,471.3 |
|
$ |
219,579.5 |
|
$ |
204,276.5 |
|
$ |
269,542.7 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Less: Income (Taxes) Benefit @ 26.50% |
|
(3,584.7 |
) |
|
(12,170.9 |
) |
|
(6,431.6 |
) |
|
- |
|
|
(15,583.8 |
) |
|
(37,126.8 |
) |
|
(55,105.2 |
) |
|
(58,424.9 |
) |
|
(58,188.6 |
) |
|
(54,133.3 |
) |
|
(71,428.8 |
) |
|||||||||||||||||
|
Debt-Free Net Income (NOPAT) |
$ |
9,942.6 |
|
$ |
33,756.9 |
|
$ |
17,838.6 |
|
$ |
(3,189.3 |
) |
$ |
43,222.9 |
|
$ |
102,974.3 |
|
$ |
152,839.1 |
|
$ |
162,046.4 |
|
$ |
161,390.9 |
|
$ |
150,143.2 |
|
$ |
198,113.9 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
(2) |
Plus: Depreciation and Amortization |
|
21,806.2 |
|
|
21,806.2 |
|
|
38,036.2 |
|
|
56,706.2 |
|
|
75,066.2 |
|
|
75,066.2 |
|
|
75,066.2 |
|
|
75,066.2 |
|
|
75,066.2 |
|
|
75,066.2 |
|
|
9,800.0 |
|
||||||||||||||||
|
Enterprise Gross Cash Flow |
$ |
31,748.8 |
|
$ |
55,563.1 |
|
$ |
55,874.8 |
|
$ |
53,516.9 |
|
$ |
118,289.1 |
|
$ |
178,040.5 |
|
$ |
227,905.3 |
|
$ |
237,112.6 |
|
$ |
236,457.1 |
|
$ |
225,209.4 |
|
$ |
207,913.9 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
(3) |
Less: Additions in Working Capital |
|
(9,545.2 |
) |
|
(9,487.6 |
) |
|
(69.3 |
) |
|
1,038.8 |
|
|
(35,089.2 |
) |
|
(34,119.7 |
) |
|
(30,518.6 |
) |
|
(3,601.1 |
) |
|
- |
|
|
3,878.1 |
|
|
3,878.1 |
|
||||||||||||||||
|
(4) |
Less: Capital Expenditures |
|
(7,600.0 |
) |
|
(1,200.0 |
) |
|
(156,200.0 |
) |
|
(326,200.0 |
) |
|
(357,400.0 |
) |
|
(178,600.0 |
) |
|
(14,800.0 |
) |
|
(9,800.0 |
) |
|
(19,800.0 |
) |
|
(9,800.0 |
) |
|
(9,800.0 |
) |
||||||||||||||||
|
Enterprise Net Cash Flow |
$ |
14,603.5 |
|
$ |
44,875.5 |
|
$ |
(100,394.5 |
) |
$ |
(271,644.3 |
) |
$ |
(274,200.1 |
) |
$ |
(34,679.2 |
) |
$ |
182,586.7 |
|
$ |
223,711.5 |
|
$ |
216,657.1 |
|
$ |
219,287.6 |
|
$ |
201,992.0 |
|
|||||||||||||||||
|
Enterprise Net Cash Flow Growth |
|
N/A |
|
|
207.3% |
|
|
-323.7% |
|
|
170.6% |
|
|
0.9% |
|
|
-87.4% |
|
|
-626.5% |
|
|
22.5% |
|
|
-3.2% |
|
|
1.2% |
|
|
1.2% |
|
|||||||||||||||||
|
Enterprise Net Cash Flow Margin |
|
21.3% |
|
|
39.9% |
|
|
-89.1% |
|
|
-251.7% |
|
|
-122.0% |
|
|
-10.3% |
|
|
42.2% |
|
|
49.8% |
|
|
48.2% |
|
|
50.8% |
|
|
46.8% |
|
|||||||||||||||||
|
Present Value of Enterprise Net Cash Flows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Partial Period Factor |
|
65.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Present Value Factor @ 15.40% |
|
0.9540 |
|
|
0.8474 |
|
|
0.7342 |
|
|
0.6363 |
|
|
0.5514 |
|
|
0.4778 |
|
|
0.4140 |
|
|
0.3588 |
|
|
0.3109 |
|
|
0.2694 |
|
|
|
|
|||||||||||||||||
|
Present Value of Enterprise Net Cash Flows |
$ |
6,042.1 |
|
$ |
38,026.7 |
|
$ |
(73,711.6 |
) |
$ |
(172,835.5 |
) |
$ |
(151,182.4 |
) |
$ |
(16,569.2 |
) |
$ |
75,592.5 |
|
$ |
80,259.7 |
|
$ |
67,356.6 |
|
$ |
59,077.0 |
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Total Present Value of Enterprise Net Cash Flows |
$ |
(87,944.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Present Value of Terminal Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Terminal Year Cash Flow x (1 + Terminal Growth Rate of 3.0%) |
$ |
208,051.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Capitalization Multiple (1/ (WACC - g)) |
|
8.06x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Terminal Value |
$ |
1,677,836.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Present Value Factor @ 15.40% |
|
0.2694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Present Value of Terminal Value |
$ |
452,016.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Valuation Summary: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Total Present Value of Enterprise Net Cash Flows |
$ |
(87,944.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Present Value of Terminal Value |
|
452,016.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
(5) |
Value of Tax Shield derived from NOL |
|
19,708.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Indicated Enterprise Value |
$ |
383,781.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Plus: Cash and Cash Equivalents |
|
1,051.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Less: Total Interest Bearing Debt |
|
(300,250.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Indicated Equity Value |
$ |
84,582.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
(1) Projected financial results per forecasted financial statements provided by Management for the fiscal years ending December 31, 2026 through 2035. (2) Depreciation and amortization provided by Management through 2035. (3) Net working capital levels provided by Management. (4) Capital expenditures provided by Management through 2035. (5) Please refer to the NOL schedule for further detail. |
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||
93
Table of Contents
The Discounted Cash Flow analysis indicates a range of $31.4 million to $147.6 million for the equity value of XCF on a standalone basis.
Market Analysis: Guideline Public Company Method
Based on HC’s independent research of the relevant industry, HC analyzed the population of possible guideline companies, identifying those that were considered to be the most comparable to XCF in terms of business operations, size, stage of development, prospects for growth, and risk. HC relied upon the guideline public company peer group presented in the table below. Based on XCF’s and the peer group’s business model, multiples of enterprise value to EBITDA were concluded to be the most applicable in this instance. The guideline public company multiples, as of the Date of Value, for various time periods are shown below.
|
|
XCF Global, Inc. Guideline Public Company: EBITDA Multiples at Date of Value As of May 5, 2026 |
|||||||||||
|
|
|
|||||||||||
|
|
|
|||||||||||
|
|
|
Enterprise Value / EBITDA |
||||||||||
|
|
Ticker |
Company Name |
2026F |
2027F |
||||||||
|
NasdaqGM:AMTX |
Aemetis, Inc. |
16.46x |
6.93x |
|||||||||
|
NasdaqGS:CLNE |
Clean Energy Fuels Corp. |
9.60x |
7.58x |
|||||||||
|
|
NasdaqGS:CLMT |
Calumet, Inc. |
13.41x |
10.88x |
||||||||
|
|
NYSE:DAR |
Darling Ingredients Inc. |
8.11x |
7.85x |
||||||||
|
|
NasdaqCM:GEVO |
Gevo, Inc. |
15.61x |
11.71x |
||||||||
|
NasdaqGS:GPRE |
Green Plains Inc. |
6.90x |
7.47x |
|||||||||
|
NasdaqCM:MNTK |
Montauk Renewables, Inc. |
5.78x |
4.61x |
|||||||||
|
|
HLSE:NESTE |
Neste Oyj |
7.51x |
8.74x |
||||||||
|
TSX:LCFS |
Tidewater Renewables Ltd. |
6.76x |
6.28x |
|||||||||
|
XTRA:VBK |
Verbio SE |
15.41x |
11.41x |
|||||||||
|
Max |
16.46x |
11.71x |
||||||||||
|
75th Percentile |
14.91x |
10.35x |
||||||||||
|
Mean |
10.55x |
8.35x |
||||||||||
|
Median |
8.85x |
7.72x |
||||||||||
|
25th Percentile |
7.05x |
7.07x |
||||||||||
|
Min |
5.78x |
4.61x |
||||||||||
|
|
||||||||||||
|
|
||||||||||||
94
Table of Contents
In valuing XCF, HC applied multiples of forecasted 2026 and 2027 EBITDA. HC believes that these time periods strike a balance between reliability, visibility, and growth potential. Houlihan Capital selected multiples based on professional judgment considering the size, profitability, growth, and risk of XCF compared to the guideline public companies.
|
|
XCF Global, Inc. Market Approach Summary: Guideline Public Company Method (Low Scenario) As of May 5, 2026 |
|||||||||||||
|
|
|
|
||||||||||||
|
($ in thousands) |
|
|
||||||||||||
|
|
|
TEV / EBITDA |
||||||||||||
|
|
2026 |
2027 |
||||||||||||
|
(1) |
Financial Metric |
$ |
35,333 |
|
$ |
67,734 |
|
|||||||
|
(2) |
Selected Multiple |
|
9.00x |
|
|
8.00x |
|
|||||||
|
|
|
Indicated Enterprise Value |
$ |
318,001 |
|
$ |
541,872 |
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
Less: Debt |
|
(300,250 |
) |
|
(300,250 |
) |
||||||||
|
|
Indicated Equity Value (Excld. Cash) |
$ |
17,751 |
|
$ |
241,622 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(3) |
Indicated Fair Value of Equity (Excld. Cash) |
|
|
$ |
129,686 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
Plus: Cash and Cash Equivalents |
|
|
$ |
1,052 |
|
|||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
Indicated Fair Value of Equity |
|
|
$ |
130,738 |
|
||||||||
|
|
|
|||||||||||||
|
(1) Financial metrics for the subject company are based upon financial statements as of the Date of Value and projected financial statements, as applicable. (2) In selecting the applicable multiple ranges, Houlihan Capital considered the relative size, growth profile, profitability, and business model comparability of each guideline company to XCF Global. The selected ranges reflect a discount to the guideline company median at the low end, reflecting XCF Global’s smaller scale, limited operating history, and execution and forecast risk inherent in an early-stage carbon streaming business. The high end reflects a modest premium to the median, supported by XCF Global’s favorable projected growth and profitability profile relative to the guideline companies. (3) Average of the indicated values. |
|
|||||||||||||
|
|
||||||||||||||
95
Table of Contents
|
|
XCF Global, Inc. Market Approach Summary: Guideline Public Company Method (High Scenario) As of May 5, 2026 |
|||||||||||
|
|
|
|
||||||||||
|
($ in thousands) |
||||||||||||
|
|
TEV / EBITDA |
|||||||||||
|
|
2026 |
2027 |
||||||||||
|
(1) |
Financial Metric |
$ |
35,333 |
|
$ |
67,734 |
|
|||||
|
(2) |
Selected Multiple |
|
10.00x |
|
|
9.00x |
|
|||||
|
|
Indicated Enterprise Value |
$ |
353,335 |
|
$ |
609,606 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Less: Debt |
|
(300,250 |
) |
|
(300,250 |
) |
||||||
|
|
Indicated Equity Value (Excld. Cash) |
$ |
54,136 |
|
$ |
310,407 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
(3) |
Indicated Fair Value of Equity (Excld. Cash) |
|
|
$ |
182,272 |
|
|||||
|
|
|
|
|
|
|
|
||||||
|
Plus: Cash and Cash Equivalents |
|
|
$ |
1,052 |
|
|||||||
|
|
|
|
|
|||||||||
|
|
Indicated Fair Value of Equity |
|
|
$ |
183,324 |
|
||||||
|
|
|
|||||||||||
|
(1) Financial metrics for the subject company are based upon financial statements as of the Date of Value and projected financial statements, as applicable. (2) In selecting the applicable multiple ranges, Houlihan Capital considered the relative size, growth profile, profitability, and operational comparability of each guideline company to XCF Global. The selected ranges are anchored proximate to the guideline company median and mean across both forecast periods, with the high end reflecting a modest premium supported by XCF Global’s contracted operational profile and projected EBITDA growth. The low end reflects XCF Global’s smaller scale relative to several guideline companies and execution risks associated with its near-term operating ramp. (3) Average of the indicated values. |
|
|||||||||||
|
|
||||||||||||
The Guideline Public Company Method indicates a range of $130.7 million to $183.3 million for the equity value of XCF on a standalone basis.
Weighting of Valuation Methodologies
In arriving at the indicated fair value of equity, HC weighted the Discounted Cash Flow Method at 75.0% and the Guideline Public Company Method at 25.0%.
Greater weight was placed on the Discounted Cash Flow Method as it most directly reflects XC’’s projected operating performance. The Guideline Public Company Method was assigned lesser weight given the limited size and comparability of the available peer group, as no publicly-traded company directly mirrors XCF’s specific combination of SAF conversion operations, carbon credit exposure, and development-stage growth profile. Additionally, public market multiples applied to near-term projected EBITDA may not fully reflect the long-duration cash flow potential embedded in XCF’s business plan. Accordingly, the Guideline Public Company Method serves as a significant indication of value, but we believe the Discounted Cash Flow Method is a more reliable indicator of intrinsic value given XCF’s stage of development.
96
Table of Contents
|
|
XCF Global, Inc. Valuation Summary As of May 5, 2026 |
|||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
($ in thousands, except per share values) |
|
|
||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
|
Valuation Methodology |
Indicated Fair |
Indicated Fair |
x |
Weighting |
= |
Weighted |
Weighted |
||||||||||||||||
|
(1) |
Income Approach: Discounted Cash Flow Method – Gordon Growth |
$ |
31,443.6 |
$ |
147,574.1 |
75.0% |
$ |
23,582.7 |
$ |
110,680.6 |
||||||||||||||
|
(2) |
Market Approach: Guideline Public Company Method |
|
130,738.2 |
|
183,323.7 |
25.0% |
|
32,684.5 |
|
45,830.9 |
||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
Low Scenario |
|
High Scenario |
|||||||||||||||||||
|
|
Indicated Fair Value of Equity |
|
|
$ |
56,267.3 |
$ |
156,511.5 |
|||||||||||||||||
|
|
||||||||||||||||||||||||
|
(1) Please refer to the Discounted Cash Flow — Gordon Growth Method analysis section of the report for more detail. (2) Please refer to the Guideline Public Company analysis section of the report for more detail. |
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
The Discounted Cash Flow analysis and Guideline Public Company Method indicates a range on a weighted basis of $56.3 million to $156.5 million for the equity value of XCF on a standalone basis.
Southern Energy
Discounted Cash Flow Analysis
HC performed a discounted cash flow analysis of Southern Energy by calculating cash flows over a 10-year projection period and determined terminal value under the Gordon Growth formula to capture the additional cash flow generation capacity of Southern Energy beyond the 10-year projection period. The expected cash flows and terminal value were then discounted to their present value at an appropriate rate of return, or “discount rate.” Southern Energy is a relatively early-stage company that is projected to experience significant growth in revenue and margins over the forecast period. Traditional methods used to derive discount rates, the capital asset pricing model and build-up approaches, would be unreliable in quantifying the required rate of return on Southern Energy’s projected cash flows because they rely on risk and return data for companies that are mature and are projected to have slower growth. Instead, HC relied on a survey of the rates of return sought by private equity, venture capital, and angel investors published by Pepperdine University.
In selecting discount rates to apply to Southern Energy, HC noted the first quartile, median, and third quartile required rates of return indicated for early-stage venture capital-backed companies and smaller private equity-backed companies. Required rates of return were generally in the 24.0% to 38.0% range. Given consideration to the Southern Energy’s stage of development, HC elected to apply a discount rate of 30.0% in line with median observations of early-stage companies, which resulted in a weighted average cost of capital of 22.20%.
97
Table of Contents
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Southern Energy Renewables Discounted Cash Flow Analysis - Gordon Growth As of May 5, 2026 |
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($ in thousands) |
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|
|
Projected Period |
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|
|
|
2026 |
2027 |
2028 |
2029 |
2030 |
2031 |
2032 |
2033 |
2034 |
2035 |
Terminal Year |
||||||||||||||||||||||||||||||||||||||
|
EBITDA |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
67,924.9 |
|
$ |
119,520.7 |
|
$ |
313,813.4 |
|
$ |
531,463.9 |
|
$ |
553,016.1 |
|
$ |
575,617.1 |
|
$ |
599,324.7 |
|
$ |
599,324.7 |
|
|||||||||||||||||
|
(2) |
Less: Depreciation and Amortization |
|
- |
|
|
- |
|
|
- |
|
|
(20,658.5 |
) |
|
(24,998.7 |
) |
|
(55,399.0 |
) |
|
(77,362.7 |
) |
|
(78,118.5 |
) |
|
(78,874.4 |
) |
|
(79,630.2 |
) |
|
(15,116.5 |
) |
||||||||||||||||
|
EBIT |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
47,266.5 |
|
$ |
94,522.0 |
|
$ |
258,414.4 |
|
$ |
454,101.2 |
|
$ |
474,897.6 |
|
$ |
496,742.7 |
|
$ |
519,694.5 |
|
$ |
584,208.2 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Less: Income (Taxes) Benefit @ 26.50% |
|
- |
|
|
- |
|
|
- |
|
|
(12,525.6 |
) |
|
(25,048.3 |
) |
|
(68,479.8 |
) |
|
(120,336.8 |
) |
|
(125,847.9 |
) |
|
(131,636.8 |
) |
|
(137,719.0 |
) |
|
(154,815.2 |
) |
|||||||||||||||||
|
Debt-Free Net Income (NOPAT) |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
34,740.8 |
|
$ |
69,473.7 |
|
$ |
189,934.6 |
|
$ |
333,764.4 |
|
$ |
349,049.7 |
|
$ |
365,105.9 |
|
$ |
381,975.5 |
|
$ |
429,393.0 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
(2) |
Plus: Depreciation and Amortization |
|
- |
|
|
- |
|
|
- |
|
|
20,658.5 |
|
|
24,998.7 |
|
|
55,399.0 |
|
|
77,362.7 |
|
|
78,118.5 |
|
|
78,874.4 |
|
|
79,630.2 |
|
|
15,116.5 |
|
||||||||||||||||
|
Enterprise Gross Cash Flow |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
55,399.3 |
|
$ |
94,472.3 |
|
$ |
245,333.6 |
|
$ |
411,127.1 |
|
$ |
427,168.2 |
|
$ |
443,980.2 |
|
$ |
461,605.6 |
|
$ |
444,509.5 |
|
|||||||||||||||||
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
(3) |
Less: Additions in Working Capital |
|
- |
|
|
- |
|
|
605.5 |
|
|
9,054.2 |
|
|
344.2 |
|
|
30,648.9 |
|
|
1,546.1 |
|
|
1,624.6 |
|
|
1,707.6 |
|
|
1,795.2 |
|
|
1,795.2 |
|
||||||||||||||||
|
(4) |
Less: Capital Expenditures |
|
(10,310.0 |
) |
|
(493,791.5 |
) |
|
(551,948.7 |
) |
|
(254,339.7 |
) |
|
(265,617.5 |
) |
|
(101,458.1 |
) |
|
(15,116.5 |
) |
|
(15,116.5 |
) |
|
(15,116.5 |
) |
|
(15,116.5 |
) |
|
(15,116.5 |
) |
||||||||||||||||
|
Enterprise Net Cash Flow |
$ |
(10,310.0 |
) |
$ |
(493,791.5 |
) |
$ |
(551,343.2 |
) |
$ |
(189,886.2 |
) |
$ |
(170,801.0 |
) |
$ |
174,524.4 |
|
$ |
397,556.7 |
|
$ |
413,676.4 |
|
$ |
430,571.3 |
|
$ |
448,284.3 |
|
$ |
431,188.2 |
|
|||||||||||||||||
|
Enterprise Net Cash Flow Growth |
|
N/A |
|
|
4689.4% |
|
|
11.7% |
|
|
-65.6% |
|
|
-10.1% |
|
|
-202.2% |
|
|
127.8% |
|
|
4.1% |
|
|
4.1% |
|
|
4.1% |
|
|
4.1% |
|
|||||||||||||||||
|
Enterprise Net Cash Flow Margin |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
-205.0% |
|
|
-111.5% |
|
|
43.9% |
|
|
60.4% |
|
|
60.8% |
|
|
61.1% |
|
|
61.5% |
|
|
59.1% |
|
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|
Present Value of Enterprise Net Cash Flows: |
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|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
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|
|||||||||||||||||
|
Partial Period Factor |
|
65.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|||||||||||||||||
|
Present Value Factor @ 22.20% |
|
0.9362 |
|
|
0.7931 |
|
|
0.6489 |
|
|
0.5311 |
|
|
0.4346 |
|
|
0.3556 |
|
|
0.2910 |
|
|
0.2382 |
|
|
0.1949 |
|
|
0.1595 |
|
|
|
|
|||||||||||||||||
|
Present Value of Enterprise Net Cash Flows |
$ |
(6,346.7) |
|
$ |
(391,629.1 |
) |
$ |
(357,779.2 |
) |
$ |
(100,839.8 |
) |
$ |
(74,228.0 |
) |
$ |
62,068.2 |
|
$ |
115,695.6 |
|
$ |
98,517.8 |
|
$ |
83,913.8 |
|
$ |
71,494.9 |
|
|
|
|
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|
|
|
|
|
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|
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|
|
Total Present Value of Enterprise Net Cash Flows |
$ |
(499,132.7) |
|
|
|
|
|
|
|
|
|
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Present Value of Terminal Value: |
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|
|
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|
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Terminal Year Cash Flow x (1 + Terminal Growth Rate of 3.0%) |
$ |
444,123.8 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
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|
|
Capitalization Multiple (1/ (WACC - g)) |
|
5.21x |
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
Terminal Value |
$ |
2,313,144.8 |
|
|
|
|
|
|
|
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|
|
|
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|
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|
|
Present Value Factor @ 22.20% |
|
0.1595 |
|
|
|
|
|
|
|
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|
Present Value of Terminal Value |
$ |
368,913.3 |
|
|
|
|
|
|
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|
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Valuation Summary: |
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|
Total Present Value of Enterprise Net Cash Flows |
$ |
(499,132.7 |
) |
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
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|
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|
|
Present Value of Terminal Value |
|
368,913.3 |
|
|
|
|
|
|
|
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|
|
Indicated Enterprise Value |
$ |
- |
|
|
|
|
|
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|
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|
||||||||||||||||
|
|
Plus: Cash and Cash Equivalents |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
||||||||||||||||
|
Less: Total Interest Bearing Debt |
|
- |
|
|
|
|
|
|
|
|
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Indicated Equity Value |
$ |
- |
|
|
|
|
|
|
|
|
|
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(1) Projected financial results per forecasted financial statements provided by Management for the fiscal years ending December 31, 2026 through 2035. (2) Depreciation and amortization provided by Management through December 31, 2035. (3) Net working capital levels provided hy Management. (4) Capital expenditures provided hy Management through December 31, 2035. |
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98
Table of Contents
The Discounted Cash Flow analysis indicates a de minimis value for Southern Energy across a range of long term growth rates and rates of return.
Adjusted Net Assets Analysis
HC used balance sheet as of March 31, 2026 (the latest available) showing the balance sheet line items as of book value, as shown below, to form the basis of HC’s analysis. Next the reported book values are adjusted to reflect the fair value of each asset and liability. Given Southern Energy’s early stage of development, its balance sheet is relatively simple and comprised primarily of restricted cash, other current assets, PP&E, a security deposit, accounts payable, and accrued expenses. After a review of Southern Energy’s balance sheet, HC determined that book value was a reasonable approximation of fair value for each line item, and accordingly no adjustments were made.
|
|
Southern Energy Renewables Adjusted Net Assets Method As of May 5, 2026 |
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|
($ in thousands) |
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|
|||||
|
|
Book |
Adjustments |
Market |
||||
|
|
+ |
- |
|||||
|
Assets |
|||||||
|
Restricted Cash |
$ 5.3 |
$ 5.3 |
|||||
|
Other Current Assets |
100.0 |
100.0 |
|||||
|
PP&E |
200.0 |
200.0 |
|||||
|
Security Deposit |
300.0 |
300.0 |
|||||
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|||
|
Accounts Payable |
(19.4) |
(19.4) |
|||||
|
Accrued Expenses and Other Liabilities |
(11.1) |
(11.1) |
|||||
|
|
|
|
|
||||
|
Subtotal |
574.8 |
- |
- |
||||
|
|
|
|
|
||||
|
|
Indicated Fair Value of Equity |
$574.8 |
|||||
|
|
|||||||
|
|
|||||||
The Adjusted Net Assets analysis indicates a value of $574.8 thousand for Southern Energy on a standalone basis.
DevvStream
Discounted Cash Flow Analysis
HC performed a discounted cash flow analysis of DevvStream by calculating cash flows over a 10-year projection period and determined terminal value under the Gordon Growth formula to capture the additional cash flow generation capacity of DevvStream beyond the 10-year projection period. The expected cash flows and terminal value were then discounted to their present value at an appropriate rate of return, or “discount rate.” DevvStream is a relatively early-stage company that is projected to experience significant growth in revenue and margins over the forecast period. Traditional methods used to derive discount rates, the capital asset pricing model and build-up approaches, would be unreliable in quantifying the required rate of return on DevvStream’s projected cash flows because they rely on risk and return data for companies that are mature and are projected to have slower growth. Instead, HC relied on a survey of the rates of return sought by private equity, venture capital, and angel investors published by Pepperdine University.
In selecting discount rates to apply to Southern Energy, HC noted the first quartile, median, and third quartile required rates of return indicated for early-stage venture capital-backed companies and smaller private equity-backed companies. Required rates of return were generally in the 24.0% to 38.0% range. Given consideration to DevvStream’s stage of development, HC elected to apply a discount rate of 30.0% in line with median observations of early-stage companies, which resulted in a weighted average cost of capital of 26.10%.
99
Table of Contents
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|
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|
|
DevvStream Corp. Discounted Cash Flow Analysis – Gordon Growth As of May 5, 2026 |
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|
($ in thousands) |
|
|
|
|
|
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|
|
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
Projected Period |
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
2026 |
2027 |
2028 |
2029 |
2030 |
2031 |
2032 |
2033 |
2034 |
2035 |
Terminal Year |
||||||||||||||||||||||||||||||||||||||
|
EBITDA |
$ |
1,183.8 |
|
$ |
16,521.4 |
|
$ |
23,268.7 |
|
$ |
27,590.5 |
|
$ |
30,600.2 |
|
$ |
33,928.8 |
|
$ |
33,610.1 |
|
$ |
37,682.1 |
|
$ |
42,186.7 |
|
$ |
47,170.2 |
|
$ |
47,170.2 |
|
|||||||||||||||||
|
(2) |
Less: Depreciation and Amortization |
|
(0.5 |
) |
|
(0.7 |
) |
|
(0.8 |
) |
|
(0.8 |
) |
|
(0.9 |
) |
|
(0.9 |
) |
|
(1.0 |
) |
|
(1.0 |
) |
|
(1.0 |
) |
|
(1.0 |
) |
|
- |
|
||||||||||||||||
|
EBIT |
$ |
1,183.3 |
|
$ |
16,520.8 |
|
$ |
23,267.9 |
|
$ |
27,589.6 |
|
$ |
30,599.3 |
|
$ |
33,927.8 |
|
$ |
33,609.2 |
|
$ |
37,681.2 |
|
$ |
42,185.7 |
|
$ |
47,169.3 |
|
$ |
47,170.2 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Less: Income (Taxes) Benefit @ 29.80% |
|
(352.6 |
) |
|
(4,923.2 |
) |
|
(6,933.8 |
) |
|
(8,221.7 |
) |
|
(9,118.6 |
) |
|
(10,110.5 |
) |
|
(10,015.5 |
) |
|
(11,229.0 |
) |
|
(12,571.3 |
) |
|
(14,056.4 |
) |
|
(14,056.7 |
) |
|||||||||||||||||
|
Debt-Free Net Income (NOPAT) |
$ |
830.7 |
|
$ |
11,597.6 |
|
$ |
16,334.1 |
|
$ |
19,367.9 |
|
$ |
21,480.7 |
|
$ |
23,817.3 |
|
$ |
23,593.6 |
|
$ |
26,452.2 |
|
$ |
29,614.4 |
|
$ |
33,112.8 |
|
$ |
33,113.5 |
|
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|
|
|
||||||||||||||||||||||||||||
|
(2) |
Plus: Depreciation and Amortization |
|
0.5 |
|
|
0.7 |
|
|
0.8 |
|
|
0.8 |
|
|
0.9 |
|
|
0.9 |
|
|
1.0 |
|
|
1.0 |
|
|
1.0 |
|
|
1.0 |
|
|
- |
|
||||||||||||||||
|
Enterprise Gross Cash Flow |
$ |
831.2 |
|
$ |
11,598.3 |
|
$ |
16,334.9 |
|
$ |
19,368.8 |
|
$ |
21,481.6 |
|
$ |
23,818.3 |
|
$ |
23,594.6 |
|
$ |
26,453.1 |
|
$ |
29,615.3 |
|
$ |
33,113.8 |
|
$ |
33,113.5 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
(3) |
Less: Additions in Working Capital |
|
(234.3 |
) |
|
(257.4 |
) |
|
(282.8 |
) |
|
(310.8 |
) |
|
(341.6 |
) |
|
(375.4 |
) |
|
(412.6 |
) |
|
(453.5 |
) |
|
(498.5 |
) |
|
(547.9 |
) |
|
(547.9 |
) |
||||||||||||||||
|
Enterprise Net Cash Flow |
$ |
596.9 |
|
$ |
11,340.8 |
|
$ |
16,052.0 |
|
$ |
19,057.9 |
|
$ |
21,140.1 |
|
$ |
23,442.9 |
|
$ |
23,182.0 |
|
$ |
25,999.7 |
|
$ |
29,116.9 |
|
$ |
32,565.9 |
|
$ |
32,565.6 |
|
|||||||||||||||||
|
Enterprise Net Cash Flow Growth |
|
N/A |
|
|
1800.0% |
|
|
41.5% |
|
|
18.7% |
|
|
10.9% |
|
|
10.9% |
|
|
-1.1% |
|
|
12.2% |
|
|
12.0% |
|
|
11.8% |
|
|
11.8% |
|
|||||||||||||||||
|
Enterprise Net Cash Flow Margin |
|
6.6% |
|
|
39.1% |
|
|
44.6% |
|
|
44.4% |
|
|
45.7% |
|
|
47.0% |
|
|
55.4% |
|
|
56.2% |
|
|
57.0% |
|
|
57.6% |
|
|
57.6% |
|
|||||||||||||||||
|
Present Value of Enterprise Net Cash Flows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Partial Period Factor |
|
65.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Present Value Factor @ 26.10% |
|
0.9266 |
|
|
0.7648 |
|
|
0.6064 |
|
|
0.4809 |
|
|
0.3814 |
|
|
0.3025 |
|
|
0.2398 |
|
|
0.1902 |
|
|
0.1508 |
|
|
0.1196 |
|
|
|
|
|||||||||||||||||
|
Present Value of Enterprise Net Cash Flows |
$ |
289.3 |
|
$ |
8,673.6 |
|
$ |
9,734.1 |
|
$ |
9,165.3 |
|
$ |
8,062.5 |
|
$ |
7,090.4 |
|
$ |
5,559.9 |
|
$ |
4,945.1 |
|
$ |
4,391.8 |
|
$ |
3,895.4 |
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Total Present Value of Enterprise Net Cash Flows |
$ |
61,807.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Present Value of Terminal Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Terminal Year Cash Flow x (1 + Terminal Growth Rate of 3.0%) |
$ |
33,542.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Capitalization Multiple (1 / (WACC - g)) |
|
4.33x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Terminal Value |
$ |
145,205.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Present Value Factor @ 26.10% |
|
0.1196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Present Value of Terminal Value |
$ |
17,369.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Valuation Summary: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Total Present Value of Enterprise Net Cash Flows |
$ |
61,807.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Present Value of Terminal Value |
|
17,369.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Indicated Enterprise Value |
$ |
79,176.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Plus: Cash and Cash Equivalents |
|
815.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(4) |
Less: Total Interest Bearing Debt |
|
(2,451.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Indicated Equity Value |
$ |
77,540.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
(1) Projected financial results per forecasted financial statements provided by Management for the fiscal years ending December 31, 2026 through 2035. (2) Depreciation and amortization provided by Management through December 31, 2035. (3) Net working capital levels provided by Management. (4) As provided by the Client via email on May 5, 2026. |
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||
100
Table of Contents
The Discounted Cash Flow analysis indicates a range of $75.2 million to $80.1 million for the equity value of DevvStream on a standalone basis.
Market Analysis: Guideline Public Company Method
Based on HC’s independent research of the relevant industry, HC analyzed the population of possible guideline companies, identifying those that were considered to be the most comparable to DevvStream in terms of business operations, size, stage of development, prospects for growth, and risk. HC relied upon the guideline public company peer group presented in the table below. HC relied upon the guideline public company peer group presented in the table below. Based on DevvStream’s and the peer group’s business model, multiples of enterprise value to EBITDA were concluded to be the most applicable in this instance. The guideline public company multiples, as of the Date of Value, for various time periods are shown below.
|
|
DevvStream Corp. Guideline Public Company: EBITDA Multiples at Date of Value As of May 5, 2026 |
|||||||||
|
|
|
|||||||||
|
|
||||||||||
|
|
|
Enterprise Value / EBITDA |
||||||||
|
|
Ticker |
Company Name |
2027F |
|||||||
|
NasdaqGM:AMTX |
Aemetis, Inc. |
6.93x |
||||||||
|
NEOE:BCBN |
Base Carbon Inc. |
N/A |
||||||||
|
|
NasdaqGS:CLNE |
Clean Energy Fuels Corp. |
7.58x |
|||||||
|
|
TSX:DYA |
dynaCERT Inc. |
N/A |
|||||||
|
|
NasdaqCM:LNZA |
LanzaTech Global, Inc. |
N/A |
|||||||
|
NasdaqCM:MNTK |
Montauk Renewables, Inc. |
4.61x |
||||||||
|
NYSE:ONT |
Onterris, Inc. |
7.97x |
||||||||
|
|
TSX:PIF |
Polaris Renewable Energy Inc. |
5.37x |
|||||||
|
Max |
7.97x |
|||||||||
|
75th Percentile |
7.58x |
|||||||||
|
Mean |
6.49x |
|||||||||
|
Median |
6.93x |
|||||||||
|
25th Percentile |
5.37x |
|||||||||
|
Min |
4.61x |
|||||||||
|
|
||||||||||
|
|
||||||||||
101
Table of Contents
In valuing DevvStream, HC applied multiples of forecasted 2027 revenue and EBITDA. HC selected multiples based on professional judgment considering the size, profitability, growth, and risk of DevvStream compared to the guideline public companies.
|
|
DevvStream Corp. Market Approach Summary: Guideline Public Company Method (Low Scenario) As of May 5, 2026 |
|||||||||||||
|
|
|
|
||||||||||||
|
($ in thousands) |
|
|
||||||||||||
|
|
|
TEV / Revenue |
TEV / EBITDA |
|||||||||||
|
|
2027 |
2027 |
||||||||||||
|
(1) |
Financial Metric |
$ |
29,031.8 |
|
$ |
16,521.4 |
|
|||||||
|
(2) |
Selected Multiple |
|
1.25x |
|
|
5.00x |
|
|||||||
|
|
Indicated Enterprise Value |
$ |
36,289.8 |
|
$ |
82,607.2 |
|
|||||||
|
|
|
|
|
|||||||||||
|
Less: Debt |
|
(2,451.4 |
) |
|
(2,451.4 |
) |
||||||||
|
|
Indicated Equity Value (Excld. Cash) |
$ |
33,838.4 |
|
$ |
80,155.8 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(3) |
Indicated Fair Value of Equity (Excld. Cash) |
|
|
$ |
56,997.1 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
Plus: Cash and Cash Equivalents |
|
|
$ |
815.7 |
|
|||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
Indicated Fair Value of Equity |
|
|
$ |
57,812.8 |
|
||||||||
|
|
|
|||||||||||||
|
(1) Financial metrics for the subject company are based upon financial statements as of the Date of Value and projected financial statements, as applicable. (2) In selecting the applicable multiple ranges, Houlihan Capital considered the relative size, growth profile, profitability, and business model comparability of each guideline company to DevvStream. The selected ranges reflect a discount to the guideline company median at the low end, reflecting DevvStream’s smaller scale, limited operating history, and execution and forecast risk inherent in an early-stage carbon streaming business. The high end reflects a modest premium to the median, supported by DevvStream’s favorable projected growth and profitability profile relative to the guideline companies. (3) Average of the indicated values. |
|
|||||||||||||
|
|
||||||||||||||
102
Table of Contents
|
|
DevvStream Corp. Market Approach Summary: Guideline Public Company Method (Low Scenario) As of May 5, 2026 |
|||||||||||||
|
|
|
|
||||||||||||
|
($ in thousands) |
|
|
||||||||||||
|
|
|
TEV / Revenue |
TEV / EBITDA |
|||||||||||
|
|
2027 |
2027 |
||||||||||||
|
(1) |
Financial Metric |
$ |
29,031.8 |
|
$ |
16,521.4 |
|
|||||||
|
(2) |
Selected Multiple |
|
1.25x |
|
|
5.00x |
|
|||||||
|
|
Indicated Enterprise Value |
$ |
36,289.8 |
|
$ |
82,607.2 |
|
|||||||
|
|
|
|
|
|||||||||||
|
Less: Debt |
|
(2,451.4 |
) |
|
(2,451.4 |
) |
||||||||
|
|
Indicated Equity Value (Excld. Cash) |
$ |
33,838.4 |
|
$ |
80,155.8 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(3) |
Indicated Fair Value of Equity (Excld. Cash) |
|
|
$ |
56,997.1 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
Plus: Cash and Cash Equivalents |
|
|
$ |
815.7 |
|
|||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
Indicated Fair Value of Equity |
|
|
$ |
57,812.8 |
|
||||||||
|
|
|
|||||||||||||
|
(1) Financial metrics for the subject company are based upon financial statements as of the Date of Value and projected financial statements, as applicable. (2) In selecting the applicable multiple ranges, Houlihan Capital considered the relative size, growth profile, profitability, and business model comparability of each guideline company to DevvStream. The selected ranges reflect a discount to the guideline company median at the low end, reflecting DevvStream’s smaller scale, limited operating history, and execution and forecast risk inherent in an early-stage carbon streaming business. The high end reflects a modest premium to the median, supported by DevvStream’s favorable projected growth and profitability profile relative to the guideline companies. (3) Average of the indicated values. |
|
|||||||||||||
|
|
||||||||||||||
The Guideline Public Company Method indicates a range of $57.8 million to $79.4 million for the equity value of DevvStream on a standalone basis.
Weighting of Valuation Methodologies
In arriving at the indicated fair value of equity, HC weighted the Discounted Cash Flow Method at 75.0% and the Guideline Public Company Method at 25.0%.
Greater weight was placed on the Discounted Cash Flow Method as it most directly reflects DevvStream’s projected operating performance, including its forecasted growth in carbon credit monetization and the expansion of its ESG streaming partnerships. The Guideline Public Company Method was assigned lesser weight given the limited size and comparability of the available peer group, as no publicly-traded company directly mirrors DevvStream’s specific business model of developing, acquiring, and managing carbon offset projects while generating revenue through the monetization of verified carbon credits and environmental attributes. Additionally, public market multiples applied to near-term projected EBITDA may not fully reflect the long-duration cash flow potential embedded in DevvStream’s
103
Table of Contents
business plan as its project pipeline matures. Accordingly, the Guideline Public Company Method serves as a useful market-based cross-check, but the Discounted Cash Flow Method is the more reliable indicator of intrinsic value given DevvStream’s stage of development.
|
|
DevvStream Corp. Valuation Summary As of May 5, 2026 |
|||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
($ in thousands, except per share values) |
|
|
||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
|
Valuation Methodology |
Indicated Fair |
Indicated Fair |
x |
Weighting |
= |
Weighted |
Weighted |
||||||||||||||||
|
(1) |
Income Approach: Discounted Cash Flow Method – Gordon Growth |
$ |
75,166.2 |
$ |
80,089.2 |
75.0% |
$ |
56,374.7 |
$ |
60,066.9 |
||||||||||||||
|
(2) |
Market Approach: Guideline Public Company Method |
|
57,812.8 |
|
79,414.8 |
25.0% |
|
14,453.2 |
|
19,853.7 |
||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
Low Scenario |
|
High Scenario |
|||||||||||||||||||
|
|
Indicated Fair Value of Equity |
|
|
$ |
70,827.8 |
$ |
79,920.6 |
|||||||||||||||||
|
|
||||||||||||||||||||||||
|
(1) Please refer to the Discounted Cash Flow - Gordon Growth Method analysis section of the report for more detail. (2) Please refer to the Guideline Public Company analysis section of the report for more detail. |
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
The Discounted Cash Flow analysis and Guideline Public Company Method indicates a range on a weighted basis of $70.8 million to $79.9 million for the equity value of DevvStream on a standalone basis.
The table below presents XCF’s implied value in the combined entity across HC’s concluded valuation ranges, representing the low and high indications of 66.7% of the aggregate standalone equity value of XCF, Southern Energy, and DevvStream, as compared against XCF’s standalone market capitalization as of each reference date.
Across both pre-announcement reference dates, XCF’s pro forma interest in the combined entity reflects a value that equals or exceeds the market value of their standalone interest in XCF prior to the announcement of the Transaction in most scenarios indicated by HC’s analysis.
|
|
XCF Global, Inc. Valuation Summary As of May 5, 2026 |
|||||||||||
|
|
|
|||||||||||
|
($ in thousands, except per share values) |
|
|
||||||||||
|
|
|
Indicated Fair Value of Equity |
||||||||||
|
|
Transaction Participants |
Low Scenario |
High Scenario |
|||||||||
|
XCF Global, Inc. |
$ |
56,267.3 |
$ |
156,511.5 |
||||||||
|
DevvStream Corp. |
|
70,827.8 |
|
79,920.6 |
||||||||
|
|
Southern Energy Renewables |
|
— |
|
574.8 |
|||||||
|
|
Total NewCo Equity Value |
$ |
127,095.1 |
$ |
237,007.0 |
|||||||
|
|
|
|
|
|
||||||||
|
Multiplied by: XCF Ownership in NewCo(1) |
|
|
66.7% |
|||||||||
|
|
|
|||||||||||
|
|
Concluded Fair Value to XCF Shareholders |
$ |
84,730.08 |
$ |
158,004.64 |
|||||||
|
|
||||||||||||
|
(1) As defined in the Business Combination Agreement, dated April 13, 2026. |
||||||||||||
|
|
||||||||||||
As of May 11, 2026, it was HC’s opinion that the issuance of XCF common shares to the shareholders of Southern Energy and DevvStream, taken together, is fair from a financial point of view to XCF.
Other Matters
The XCF Special Committee and XCF Board selected HC as its financial advisor based on HC’s qualifications, experience and reputation. As part of its investment banking business, HC regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements
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and other purposes. HC is a recognized valuation firm that has substantial experience in providing valuations in connection with mergers, acquisitions, sales of companies, businesses and other assets and other transactions. HC was paid $125,000 upon rendering its opinion, no portion of which is contingent upon the completion of the Transaction. In addition, XCF agreed to reimburse HC for certain expenses incurred by it in connection with its engagement and to indemnify HC and its related parties for certain liabilities that may arise out of its engagement or the rendering of its opinion. Other than this engagement, HC has not previously been engaged by any of the Transaction participants. HC consented to the inclusion of its opinion in its entirety in this joint proxy statement/prospectus.
Following execution, the parties immediately commenced integration planning and efforts to satisfy the closing conditions. Notably, on April 17, 2026, XCF Global announced the receipt of $10,000,000 in funding, satisfying a critical component of the BCA condition regarding the New Rise Reno facility upgrades.
The Special Committee to the DevvStream Board’s Reasons for the Business Combination
Background of the DevvStream Special Committee Process
On January 19, 2026, the DevvStream Board established the DevvStream Special Committee composed of the independent directors Stephen Kukucha (Chair), Michael Bühler and Jamila Piracci, and authorized the DevvStream Special Committee to lead DevvStream’s evaluation of, and negotiations with respect to, the proposed Business Combination among DevvStream, XCF Global and Southern Energy. The Special Committee adopted governance protocols requiring, among other things, that committee members be present on all formal calls with counterparties, that all written communications regarding deal matters be copied to all committee members, and that operational and transactional matters be kept distinct.
The DevvStream Special Committee retained Morrison & Foerster LLP as U.S. legal counsel, McMillan LLP as Canadian legal counsel, and EntrepreneurShares LLC (“EntrepreneurShares”) as independent financial advisor. The Special Committee held meetings on, among other dates, January 19, February 9, February 10, February 18, February 19 and February 21, 2026, with subsequent meetings continuing through to and following the execution of the BCA on April 13, 2026 and the receipt of the fairness and reasonableness opinions on April 24, 2026. The DevvStream Special Committee received presentations and advice from its legal counsel and financial advisor, and considered the status of negotiations, the principal commercial issues raised by counterparties, and management’s due diligence on XCF Global and Southern Energy.
On January 25, 2026, the parties entered into a non-binding Term Sheet contemplating a three-party combination in which DevvStream shareholders would receive shares of XCF representing approximately 10% of the outstanding equity of the combined company at closing. Following extensive negotiation by the Special Committee and its advisors, the parties executed the BCA on April 13, 2026. On May 12, 2026, the Special Committee received from EntrepreneurShares (i) a written fairness opinion to the effect that the Transaction Consideration to be received by DevvStream shareholders is fair, from a financial point of view, to such shareholders, and (ii) a written reasonableness assessment regarding the financial projections of XCF and Southern Energy. The Special Committee unanimously determined that the Business Combination is fair to and in the best interests of DevvStream and its shareholders, and approved the Business Combination and recommended that DevvStream shareholders vote in favor of the proposals to be considered at the DevvStream Special Meeting.
The Special Committee to the DevvStream Board’s Reasons for the Business Combination
In evaluating the Business Combination, the Special Committee to the DevvStream Board (acting upon the unanimous recommendation of the Special Committee) considered a wide range of factors. The following discussion of the information and factors considered by the Special Committee to the DevvStream Board is not intended to be exhaustive, but is intended to summarize the material factors considered. In view of the wide variety of factors considered, the Special Committee to the DevvStream Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. Rather, the Special Committee to the DevvStream Board viewed its determination as being based on the totality of the information presented to and factors considered by it. In addition, individual directors may have given different weights to different factors.
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Factors that the Special Committee to the DevvStream Board considered in reaching its determination included the following:
• Strategic Rationale and Combined Platform. The Business Combination provides DevvStream shareholders with continuing equity in a combined company that combines (i) DevvStream’s carbon credit and I-REC origination, project investment and project development business, (ii) XCF Global’s operational sustainable aviation fuel (“SAF”) production at the New Rise Reno facility (the “NR-1” facility) and its planned expansion to additional facilities (NR-2 through NR-4), and (iii) Southern Energy’s carbon-negative SAF and green methanol platform in Louisiana, partnered with Monroe Sequestration Partners for permanent CO2 storage. The Board considered that the combined company is positioned to monetize multiple revenue streams across SAF and green methanol production, environmental attributes (45Q, 45Z, 45V, RINs and LCFS credits), and DevvStream’s environmental asset platform.
• DevvStream’s Standalone Position. The Special Committee to the DevvStream Board considered DevvStream’s near-term standalone challenges, including: (i) the disclosure in DevvStream’s consolidated financial statements of substantial doubt about DevvStream’s ability to continue as a going concern; (ii) the November 18, 2025 notification letter from Nasdaq advising that DevvStream did not satisfy the Continued Listing Standards, and the February 23, 2026 letter granting an extension until May 18, 2026 to regain compliance; (iii) the working capital deficit of $24.4 million as of January 31, 2026; (iv) DevvStream’s reliance on the Helena equity line of credit and Crypto Strategy Convertible Debt for ongoing funding; and (v) the limited near-term path to profitability on a standalone basis. The Board concluded that, in the absence of a strategic transaction, DevvStream would be required to continue raising capital on terms that could be materially dilutive to existing shareholders, and that the Business Combination provides a more attractive alternative.
• Form of Consideration; Continuing Equity Interest. The Special Committee to the DevvStream Board considered that the consideration to be received by DevvStream shareholders consists entirely of XCF common shares, which provides DevvStream shareholders with the opportunity to participate in the future appreciation of the combined company. The Special Committee to the DevvStream Board further considered the intended structuring of the Business Combination (including the Domestication) in a manner intended to qualify, in part, as one or more tax-free reorganizations under Section 368(a) of the Code, subject to the limitations and qualifications described under “Certain U.S. Federal Income Tax Consequences.”
• Receipt of Fairness Opinion. The DevvStream Special Committee’s approval of the Business Combination at the time of execution of the BCA was expressly subject to subsequent receipt of a satisfactory DevvStream Fairness Opinion. The Board considered that the BCA correspondingly provided DevvStream with the right to terminate the BCA if such opinion was not received from EntrepreneurShares LLC within twenty (20) business days following the execution of the BCA, thereby preserving the Board’s ability to decline to proceed with the Business Combination if EntrepreneurShares LLC did not deliver a satisfactory opinion. On May 12, 2026, and within such period, the Special Committee received from EntrepreneurShares LLC a written fairness opinion to the effect that, as of such date and based on and subject to the various assumptions, qualifications and limitations set forth in the opinion, the Transaction Consideration to be received by DevvStream shareholders in the Business Combination is fair, from a financial point of view, to such shareholders. The full text of the fairness opinion is attached to this joint proxy statement/prospectus as Annex F and is summarized under “The Business Combination — Opinion of Financial Advisor to the DevvStream Special Committee and the DevvStream Board.”
• Process Protections. The Special Committee to the DevvStream Board considered the procedural and economic protections negotiated for DevvStream shareholders in the BCA, including: (i) a fiduciary out permitting the DevvStream Board to terminate the BCA to enter into a Superior Proposal, subject to a notification and matching period and a $510,000 termination fee payable to XCF; (ii) reciprocal termination rights and a corresponding termination fee payable by XCF to DevvStream in certain circumstances (including XCF’s acceptance of a Superior Proposal); (iii) customary interim operating covenants intended to preserve the value of DevvStream and the other parties between signing and closing; (iv) the requirement of approval of the DevvStream Merger by holders of a majority of the outstanding Common Shares of DevvStream entitled to vote in person or by proxy; and (v) the requirement that XCF, DevvStream and Southern Energy maintain customary “tail” directors’ and officers’ liability insurance coverage.
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• Independent Process. The Board considered that the Business Combination was negotiated by an independent Special Committee that engaged independent legal counsel (Morrison & Foerster LLP and McMillan LLP) and an independent financial advisor (EntrepreneurShares LLC), each of which has confirmed it has no material relationship with the counterparties to the Business Combination that would impair its independence. The Special Committee held multiple meetings, received presentations and advice from its advisors, and unanimously approved the Business Combination.
• Industry Tailwinds. The Board considered the favorable industry environment for SAF and clean fuels, including binding regulatory blending mandates in the United States, European Union, United Kingdom and other jurisdictions; supportive U.S. tax incentives (including the 45Z Clean Fuel Production Credit, the 45Q carbon sequestration credit and the 45V clean hydrogen credit, each as confirmed under the One Big Beautiful Bill of 2025); and current global SAF supply that satisfies less than 1% of expected demand.
Risks and Potentially Negative Factors Considered by the Special Committee to the DevvStream Board
The Special Committee to the DevvStream Board also considered a number of risks and potentially negative factors in its evaluation of the Business Combination. The following discussion is not intended to be exhaustive, but is intended to summarize the material risks and potentially negative factors considered by the Special Committee to the DevvStream Board:
• Conditional Closing; Closing Conditions Outside DevvStream’s Control. The Business Combination is subject to a number of conditions to closing that depend on actions outside DevvStream’s direct control, including: (i) State of Louisiana approval for Southern Energy to issue at least $400 million of bonds and Southern Energy’s engagement of an investment bank for the bond offering; (ii) execution of a long-term SAF offtake agreement covering Southern Energy’s production; (iii) XCF entering into a forbearance agreement with its Twain and GNCU lenders for not less than six months; (iv) XCF achieving annualized gross revenues exceeding $1.0 billion in any calendar month by June 30, 2026 (with the parties’ shared understanding that this condition is intended to reflect contracted offtake-agreement run-rate, not reported revenue) and minimum annualized EBITDA of $100 million on a go-forward basis; and (v) customary regulatory, shareholder and Nasdaq listing approvals. The failure of any of these conditions could prevent the Business Combination from being consummated.
• Concentration of Post-Closing Ownership. The Board considered that, immediately following the consummation of the Business Combination, two related groups of XCF stockholders are expected to hold a substantial majority of the outstanding voting equity of the combined company: Soule (XCF Global’s majority shareholder, beneficial owner of approximately 53.6% of XCF Class A Common Stock following the November 19, 2025 Encore conversion) and Majique Ladnier (the sole member of GL Part SPV I, LLC, GL Part SPV II, LLC and EEME Energy SPV I, LLC, beneficial owner of approximately 37.3% of XCF Class A Common Stock following the conversions contemplated by the BCA). The combined company is expected to be a “controlled company” under Nasdaq listing rules, with the resulting reduction in certain governance protections customarily afforded to public-company minority shareholders. The Board also considered the litigation matters disclosed in respect of Ms. Ladnier and Mr. Singal under “Certain Relationships and Related Person Transactions of XCF Global.”
• Pre-Revenue Status of Southern Energy. The Board considered that Southern Energy is in a pre-revenue, development stage, with first commercial production targeted for 2029, and that approximately $1.6 billion in capital is required to construct, commission and ramp Southern Energy’s Louisiana facility. Commercial-scale biomass gasification at the proposed scale has not yet been demonstrated by Southern Energy.
• Regulatory Sunset Risk on 45Z Credit. The Board considered that the 45Z Clean Fuel Production Credit is currently authorized only through December 31, 2029, and that approximately 40% to 50% of XCF’s projected per-gallon margin is supported by the 45Z, LCFS and D4 RIN incentive programs. Non-renewal or adverse modification of these programs after 2029 would reduce projected EBITDA in 2030 and subsequent years.
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• Domestication Risks. The Board considered the costs and risks associated with the Domestication, including the U.S. and Canadian tax consequences to DevvStream shareholders described under “Certain U.S. Federal Income Tax Consequences” and “Certain Canadian Federal Income Tax Consequences,” and the differences between the rights of DevvStream shareholders under the ABCA and the Delaware General Corporation Law described under “Comparison of Rights of DevvStream Shareholders and XCF Global Stockholders.”
• Dilution and Share Issuances. The Board considered that XCF has committed to issue significant pre-closing share issuances to EEME and certain other holders to fund XCF’s NR-1 plant conversion and to settle outstanding obligations, that the consideration to DevvStream shareholders is calculated as a percentage of XCF’s actual outstanding shares at the Effective Time, and that any further pre-closing issuances by XCF could affect the implied per-share value of the consideration to be received by DevvStream shareholders.
• Termination Fees and Restrictions on Alternative Transactions. The Board considered the $510,000 termination fee payable by DevvStream to XCF in certain circumstances (including DevvStream’s termination of the BCA to enter into a Superior Proposal), and the BCA’s no-shop and matching-rights provisions, which could discourage other potential parties from making competing proposals.
• Interim Operating Restrictions. The Board considered the interim operating covenants in the BCA, which restrict DevvStream from taking certain actions between signing and closing without XCF’s consent. These restrictions could limit DevvStream’s flexibility to pursue independent operating initiatives during the pendency of the Business Combination.
• Conflicts of Interest. The Board considered that certain DevvStream directors and executive officers have interests in the Business Combination that may be different from, or in addition to, the interests of DevvStream shareholders generally, including the continued service or employment of certain DevvStream directors and executive officers with the combined company following closing, the assumption and conversion of outstanding DevvStream equity-based awards into awards covering XCF Common Shares, the continued indemnification and directors’ and officers’ liability insurance coverage for not less than six years following the Effective Time, and the concurrent service of a member of the XCF Board on the DevvStream Board.
• Standard Merger Risks. The Board considered customary risks associated with business combinations of this nature, including disruption to DevvStream’s business and operations during the pendency of the Business Combination, the possibility of litigation challenging the Business Combination, the diversion of management attention, the potential for retention issues with respect to key employees, and the risks associated with integration of DevvStream’s, XCF’s and Southern Energy’s operations following closing.
Conclusion of the Special Committee to the DevvStream Board
After taking into account all of the factors set forth above, as well as other factors deemed relevant, and after considering the unanimous recommendation of the Special Committee, the Special Committee to the DevvStream Board has unanimously: (i) determined that the BCA, the Domestication, the DevvStream Merger and the other transactions contemplated by the BCA are advisable and fair to and in the best interests of DevvStream and its shareholders; (ii) approved the BCA and the transactions contemplated thereby; (iii) directed that the DevvStream Merger Proposal, the DevvStream Domestication Proposal and the DevvStream Adjournment Proposal be submitted to DevvStream shareholders for approval at the DevvStream Special Meeting; and (iv) recommended that DevvStream shareholders vote “FOR” each of the DevvStream Merger Proposal, the DevvStream Domestication Proposal and, if necessary, the DevvStream Adjournment Proposal.
Opinion of Financial Advisor to the DevvStream Special Committee and the DevvStream Board
DevvStream retained EntrepreneurShares LLC (“ERShares”) to render an opinion to the board of directors of DevvStream as to the fairness, from a financial point of view, to DevvStream and its shareholders of the Transaction Consideration (as defined below) to be received in connection with the proposed Business Combination. For the purposes of this section, “Transaction Consideration” means the Ordinary Shares to be received at the Merger Effective Time.
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DevvStream selected ERShares to provide a fairness opinion based on ERShares’ qualifications, experience, and reputation.
ERShares delivered its oral opinion to the DevvStream Board, subsequently confirmed in writing on May 12, 2026 (the “Opinion”), which sets forth, among other things, the procedures followed, assumptions made, matters considered, and qualifications and limitations on the scope of review undertaken in rendering the Opinion, which is attached to this proxy statement/prospectus as Annex F and is hereby incorporated by reference. The Opinion confirmed that, as of May 12, 2026, the Transaction Consideration to be received or paid to the shareholders of DevvStream is fair from a financial point of view to DevvStream and the shareholders of DevvStream. The Opinion does not constitute a recommendation to the relevant directors and officers of DevvStream or to any other persons in respect of the Business Combination, including as to how any holders of DevvStream Ordinary Shares should vote or act in respect of the Business Combination.
In connection with its analyses in rendering the Opinion, ERShares, among other things:
• Reviewed the financial terms and conditions of the proposed Business Combination set forth in the term sheet dated January 25, 2026;
• Reviewed certain operating information provided to ERShares by management of the Company;
• Reviewed certain guideline public companies and precedent transactions which ERShares viewed as having attributes similar to the Companies;
• Reviewed other publicly available industry information (e.g., various equity analyst reports, macroeconomic reports, and public information about guideline companies) available from databases such as S&P Capital IQ (“CapIQ”); and
• Engaged in confirmatory discussions with DevvStream regarding the Company’s business and key assumptions and risks associated with the Company’s business plans.
For purposes of its analysis and the Opinion, ERShares assumed and relied upon the accuracy and completeness of the financial and other publicly available information, and all of the information supplied or otherwise made available to, discussed with, or reviewed by ERShares, without any independent verification of such information (and assumed no responsibility or liability for any independent verification of such information), and further relied upon the assurances of DevvStream management that they were not aware of any facts or circumstances that would make such information provided to ERShares inaccurate or misleading.
ERShares also assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Term Sheet were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Term Sheet, and that all conditions to the consummation of the Business Combination would be satisfied without waiver or modification thereof. ERShares further assumed, in all respects material to its analysis, that all governmental, regulatory, or other consents, approvals or releases necessary for the consummation of the Business Combination would be obtained without any delay, limitation, restriction, or condition that could materially affect the consummation of the Business Combination or reduce the contemplated benefits to the holders of XCF Ordinary Shares.
ERShares did not, in connection with the Opinion, conduct any physical inspection of properties or facilities associated with the Companies. The Opinion is necessarily based upon information made available to ERShares as of May 12, 2026, and financial, economic, market, and other conditions as they existed and could be evaluated as of that date, and does not reflect any subsequent developments. ERShares does not have any obligation to update, revise, or reaffirm the Opinion.
ERShares was not asked to opine on, and the Opinion does not express any views on, (i) any other terms of the Business Combination (except as expressly addressed herein), (ii) DevvStream’s underlying business decision to proceed with or effect the Business Combination, (iii) the merits of the Business Combination relative to any alternative transaction or business strategy that may be available to DevvStream, (iv) the amount or nature of the compensation to any officer, director, or employee, or any class of such persons, relative to the compensation to be received by the holders of any class of securities, creditors, or other constituencies of DevvStream or the Company in the Business Combination, or relative to or in comparison with the Transaction Consideration paid to shareholders of DevvStream, (v) the fairness
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of the Business Combination to any particular group or class of securities, creditors, or other constituencies of DevvStream other than as set forth in the Opinion, or (vi) the solvency, creditworthiness, or fair value of the Company or any other participant in the Business Combination under any applicable laws relating to bankruptcy, insolvency, or similar matters. The Opinion also does not constitute legal, tax, accounting, or regulatory advice.
Set forth below is a summary of the material financial analyses carried out by ERShares, in connection with ERShares rendering the Opinion. The following summary, however, does not purport to be a complete description of the analyses performed by ERShares. The order of the analyses described, and the results of these analyses do not represent relative importance or weight given to these analyses by ERShares. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before May 12, 2026 and is not necessarily indicative of current market conditions.
Summary of ERShares’ Financial Analysis of Company
Market Method
The primary method EntrepreneurShares used as the basis for the fairness opinion assessment was a Market Method, which relied on a combination of (a) a Guideline Publicly Traded Companies Analysis (“GPC Analysis”), (b) a Guideline Company Analysis (“GCM Analysis”) and (c) a Guideline Transaction Analysis (“GTM Analysis”) as further described below.
Guideline Publicly Traded Company Analysis (GPC)
The GPC Analysis is a market indicator used to value a business. ERShares reviewed and analyzed publicly available data on CapIQ about companies that were considered to have attributes similar to the Company. There are no guideline public companies that are directly comparable to Company’s future prospective business. ERShares selected a group of 51 guideline public companies that it considered to have attributes similar to the Company (“GPC Guideline Companies,” collectively, the “Guideline Companies Group”) to use for purposes of the GPC Analysis.
ERShares utilized the platform and analytical tools of CapIQ’s public Company database (the “database,” unless otherwise indicated, as accessed as of May 12, 2026 (the “Access Date”)), to assist with the identification of GPC Guideline Companies and to obtain certain publicly available information about those companies. Of the total number of companies with securities listed on a U.S. national securities exchange (“Public Companies”) included in the database, ERShares selected the 51 GPC Guideline Companies.
The GPC Guideline Companies are as follows:
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• ASP Isotopes Inc. (NasdaqCM:ASPI) • Comstock Inc. (NYSEAM:LODE) • Perimeter Solutions, Inc. (NYSE:PRM) • Balchem Corporation (NasdaqGS:BCPC) • Ecolab Inc. (NYSE:ECL) • Albemarle Corporation (NYSE:ALB) • Sociedad Química y Minera de Chile S.A. (NYSE:SQM) • The Sherwin-Williams Company (NYSE:SHW) • Solstice Advanced Materials, Inc. (NasdaqGS:SOLS) • Element Solutions Inc (NYSE:ESI) • DuPont de Nemours, Inc. (NYSE:DD) |
• Minerals Technologies Inc. (NYSE:MTX) • Avient Corporation (NYSE:AVNT) • H.B. Fuller Company (NYSE:FUL) • Eastman Chemical Company (NYSE:EMN) • Northern Technologies International Corporation (NasdaqGM:NTIC) • Arq, Inc. (NasdaqGM:ARQ) • Celanese Corporation (NYSE:CE) • Calumet, Inc. (NasdaqGS:CLMT) • Green Plains Inc. (NasdaqGS:GPRE) • Aemetis, Inc. (NasdaqGM:AMTX) • Valero Energy Corporation (NYSE:VLO) • Marathon Petroleum Corporation (NYSE:MPC) |
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• Sensient Technologies Corporation (NYSE:SXT) • Flotek Industries, Inc. (NYSE:FTK) • Gevo, Inc. (NasdaqCM:GEVO) • Ingevity Corporation (NYSE:NGVT) • International Flavors & Fragrances Inc. (NYSE:IFF) • RPM International Inc. (NYSE:RPM) • Ecovyst Inc. (NYSE:ECVT) • Aspen Aerogels, Inc. (NYSE:ASPN) • PPG Industries, Inc. (NYSE:PPG) • Ashland Inc. (NYSE:ASH) • Clean Energy Fuels Corp. (NasdaqGS:CLNE) • Flexible Solutions International, Inc. (NYSEAM:FSI) • Quaker Chemical Corporation (NYSE:KWR) • Axalta Coating Systems Ltd. (NYSE:AXTA) • Innospec Inc. (NasdaqGS:IOSP) |
• Stepan Company (NYSE:SCL) • Rayonier Advanced Materials Inc. (NYSE:RYAM) • Alto Ingredients, Inc. (NasdaqCM:ALTO) • CVR Energy, Inc. (NYSE:CVI) • Phillips 66 (NYSE:PSX) • Par Pacific Holdings, Inc. (NYSE:PARR) • HF Sinclair Corporation (NYSE:DINO) • Sunoco LP (NYSE:SUN) • Delek US Holdings, Inc. (NYSE:DK) • OPAL Fuels Inc. (NasdaqCM:OPAL) • PBF Energy Inc. (NYSE:PBF) • SunocoCorp LLC (NYSE:SUNC) • World Kinect Corporation (NYSE:WKC) |
• Worldwide Presence: Of the total number of companies included in the database, ERShares selected a group of 70,557 Public Companies with securities listed on various national exchanges globally in order to incorporate in the GPC Guideline Companies with operations and foci outside as well as inside of United States of America (the “Worldwide Presence Category”).
• All Energy or Materials: Within the companies in the Worldwide Presence Category, ERShares narrowed its search to approximately 8,422 Public Companies that fall within the Global Industry Classification Standards classifications developed by S&P, Dow Jones Indices and MSCI, as of the Access Date (“GICS”) general “Energy” or “Materials” classification (the “Energy or Materials Category”).
• Oil, Gas and Consumable Fuels or Chemicals: Within the companies in the Energy or Materials Category, ERShares narrowed its search to approximately 3,254 Public Companies that fall within the Global Industry Classification Standards classifications developed by S&P, Dow Jones Indices and MSCI, as of the Access Date (“GICS”) sub-category “Oil, Gas and Consumable fuels” or “chemicals” classification.
• Oil and Gas Refining and Marketing or Specialty Chemicals Category: ERShares’ search was further narrowed to approximately 846 companies within the Oil, Gas and Consumables or Chemicals sub-category, which ERShares considered to have attributes or potential similarities to the Company. These categories include several alternative fuel companies, which ERShares considered potentially relevant due to Southern Energy’s manufacturing operations.
• All Major Exchanges: ERShares’ search was further narrowed to approximately 644 companies within the Oil and Gas Refining and Marketing or Specialty Chemicals category, which were listed on major global exchanges.
• Major US Exchanges: ERShares’ search was further narrowed to approximately 51 companies within the all major exchange listing category, which were listed on major US exchanges given the company’s prospective listing on a major US exchange.
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For each of the 51 guideline public companies listed above, ERShares reviewed the market capitalization data available as of the Access Date.
The application of these guideline companies, using the minimum and maximum valuation parameters observed within the set, resulted in an implied enterprise value range for the Company of approximately $12 million to $5,034 million. ERShares compared this implied valuation range to the proposed pre-money enterprise value of approximately $2,700 million.
Based on this analysis and comparison, ERShares concluded that the implied enterprise value of the Company derived from the GPC Analysis falls within the valuation parameters indicated by the selected peers. Accordingly, ERShares determined that the proposed transaction consideration is fair, from a financial point of view, under this methodology.
Guideline Company Analysis (GCM)
The GCM Analysis is a market indicator used to value a business. ERShares reviewed and analyzed publicly available data on CapIQ about companies that were considered to have attributes similar to the Company. There are no guideline public companies that are directly comparable to Company’s future prospective business. ERShares selected a group of 11 guideline public companies that it considered to have attributes similar to the Company (“GCM Guideline Companies,” collectively, the “GCM Companies Group”) to use for purposes of the GCM Analysis.
ERShares utilized the platform and analytical tools of CapIQ’s public Company database (the “database,” unless otherwise indicated, as accessed as of May 12, 2026 (the “Access Date”)), to assist with the identification of GCM Guideline Companies and to obtain certain publicly available information about those companies. Of the total number of companies with securities listed on a U.S. national securities exchange (“Public Companies”) included in the database, ERShares selected the 11 GCM Guideline Companies.
The GCM Guideline Companies are as follows:
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• REX American Resources Corporation (NYSE:REX) • Valero Energy Corporation (NYSE:VLO) • Darling Ingredients Inc. (NYSE:DAR) • Alto Ingredients, Inc. (NasdaqCM:ALTO) • Neste Oyj (HLSE:NESTE) • Calumet, Inc. (NasdaqGS:CLMT) |
• Phillips 66 (NYSE:PSX) • Aemetis, Inc. (NasdaqGM:AMTX) • Gevo, Inc. (NasdaqCM:GEVO) • Green Plains Inc. (NasdaqGS:GPRE) • Montauk Renewables, Inc. (NasdaqCM:MNTK) |
For each of the companies listed above, ERShares reviewed the Enterprise Value to Next-Twelve-Months Revenue (“EV/NTM Revenue”), Enterprise Value to Next-Twelve-Months EBITDA (“EV/NTM EBITDA”) and Enterprise Value to Next-Twelve-Months Net Income (“EV/NTM PE”) multiples, as reported in the most recent public filings and consensus research estimates available as of the Access Date. ERShares observed the following approximate ranges:
• EV/NTM Revenue: 0.47x to 2.75x
• EV/NTM EBITDA: 5.38x to 24.14x
• EV/NTM PE: 10.42x to 17.86x
ERShares calculated representative multiple ranges using the mean and median of the above metrics and applied these ranges to the Company-provided management projections for revenue and EBITDA for fiscal year 2031. ERShares then discounted the resulting terminal values at an annual rate of approximately 21% over approximately six years to reflect present value as of the date of analysis.
Application of these selected multiple ranges resulted in an implied enterprise value range for the Company of approximately $112 million to $4.09 billion. ERShares compared this implied valuation range to the proposed pre-money enterprise value of approximately $2,700 million.
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Based on this analysis and comparison, ERShares concluded that the implied enterprise value of the Company derived from the GCM Analysis falls within the valuation parameters indicated by the selected peers. Accordingly, ERShares determined that the proposed transaction consideration is fair, from a financial point of view, under this methodology.
Guideline Transaction Analysis
The GTM Analysis is a market method examining comparable transactions based on ERShares’ review and analysis of publicly available data (sourced through the subscription database Pitchbook) about Reverse Mergers, Seed rounds, Early stage and late stage investments, corporate rounds, M&A and Joint Ventures. Within these guidelines, the following factors were considered in determining the appropriateness of transactions for inclusion in the GTM Analysis carried out by ERShares: (i) sector and (ii) deal completion/announced date. Utilizing the criteria set forth above, ERShares identified 25 guideline transactions (the “GTM Guideline Transactions” and collectively, the “Guideline Transactions Group”) that ERShares considered relevant for comparative purposes, though, as described below, none of the selected transactions has characteristics identical to the proposed Business Combination or involves businesses that are identical to the Company. The categories of transactions used by ERShares as criteria for inclusion in the Guideline Transactions Group can be summarized as follows, based on information accessed by ERShares through Pitchbook on May 12, 2026:
The GTM Guideline Transactions are as follows:
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• Lianyungang Jiaao Enproenergy • Lvtan Hecheng • Avaada Energy • Aeon Blue • Nordic Generation Fuels • Universal Fuel Technologies • Air Company • MAAT Energy • Metafuels • HAMR Energy • Sichuan Jinxiang Environmental Technology • Avioxx • Oman Methanol Company |
• Flyoro • Lydian • Visolis • Blue Blade Energy • GreenRock • Verde Clean Fuels (NAS: VGAS) • Atvos • Archaea Energy • Opal Fuels (NAS: OPAL) • ReNew (Energy Production) (NAS: RNW) • Numaligarh Refinery • Altus Power (NYS: AMPS) |
• Business Products and Services Sector: ERShares focused on transactions involving companies falling in the Pitchbook Industries and Verticals Energy and Materials & Resources Sectors, specifically in the Exploration, Production and Refining, Energy Services, Energy Equipment, Chemicals and Gases, Materials & Resources and Other Energy groups, primarily focused on the alternative fuels industry which it considered most likely to encompass companies that have similarities to the Company in terms of proposed operation characteristics and trajectories.
• Guideline Transaction Date: Among the Business Products and Services (Alternative Fuels) category, EntrepreneurShares selected transactions consummated/announced after January 1, 2021 (“Recent Guideline Transaction Dates”), as EntrepreneurShares considered these transactions to be of greater potential relevance to a GTM Analysis than transactions consummated during prior periods due to market conditions and other factors relevant to alternate fuels and materials transactions generally.
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For each of the 25 guideline transactions listed above, ERShares reviewed the enterprise valuation data available as of the Access Date. None of the transactions reviewed is directly comparable to the Company or the Business Combination, and transaction values may reflect strategic premiums, minority interests, control positions, or other deal-specific factors not applicable to the Company.
The application of these guideline transactions, using the minimum and maximum valuation parameters observed within the set, resulted in an implied enterprise value range for the Company of approximately $1.2 million to $4.19 billion. ERShares compared this implied valuation range to the proposed pre-money enterprise value of approximately $2,700 million.
Based on this analysis and comparison, ERShares concluded that the implied enterprise value of the Company derived from the GTM Analysis falls within the valuation parameters indicated by the selected peers. Accordingly, ERShares determined that the proposed transaction consideration is fair, from a financial point of view, under this methodology.
Miscellaneous
The foregoing summary of certain financial analyses does not purport to be a complete description of the analyses or data presented by ERShares and is qualified in its entirety by reference to the full text of the Opinion, which is as attached as Annex F to this proxy statement/prospectus. In connection with the evaluation of the Transaction Consideration, ERShares performed a variety of financial and comparative analyses for the purpose of rendering the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary descriptions. In arriving at its opinion, ERShares considered the results of all analyses as a whole and did not form a conclusion based on any single analysis. Rather, ERShares made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, ERShares may have given certain analyses and factors more or less weight than others and may have determined certain assumptions more or less probable than others. As a result, the range of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of ERShares with respect to the actual value or potential future value of the Company. Further, ERShares’ analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of DevvStream, the Companies or their respective officers, managers and advisors. All projections, estimates, or valuations contained herein are illustrative and inherently subject to significant economic, market, and regulatory uncertainties. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Opinion.
The Opinion is addressed solely to the board of directors of DevvStream (in its capacity as such) and is provided for their information and use in evaluating the proposed Business Combination. The Opinion is not intended to be and does not constitute a recommendation to any shareholder or any other person as to how to vote or act with respect to the Business Combination or any related matter, and may not be disclosed, referred to, or relied upon by any other person without the prior written consent of ERShares, except as otherwise required by law. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. The results, information and estimates contained in these analyses are not intended to be, and should not be interpreted or construed as, indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Furthermore, ERShares’ analysis is dependent entirely on information, that was provided to ERShares by the Company, without independent verification by ERShares. Illustrative information, business plans, prospects and other information that was used in, and the results derived from, ERShares’ analyses are inherently subject to substantial uncertainty, and ERShares assumes no responsibility if future results are materially different.
In connection with its engagement, ERShares received the following compensation. DevvStream agreed to pay ERShares a fee of $100,000. $15,000 of the fee was paid upon commencement of the engagement and $85,000 of the fee was paid upon delivery of the oral opinion. The fee was not contingent upon the conclusion reached in the Opinion or the successful completion of the Business Combination.
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Certain Unaudited Projected Financial Information
XCF Global Management Unaudited Projections
XCF Global has not typically provided detailed or specific public disclosure of forecasts, projections, estimates or predictions of its future earnings, income or other financial results due to the inherent unpredictability of such financial results and variability in the underlying assumptions and estimates necessary to forecast, project, estimate and predict future financial results, especially over longer periods of time and the potential that such underlying assumptions and estimates may prove incorrect.
However, in connection with the evaluation a possible strategic transaction, certain non-public, unaudited non-GAAP stand-alone financial forecasts concerning XCF Global were prepared by management of XCF for internal purposes and not for public disclosure (such forecasts, the “XCF Management Unaudited XCF Projections”) to assess a tri-party merger between XCF, Southern Energy Renewables, and DevvStream.
The XCF Management Unaudited XCF Projections were prepared by XCF’s management based on assumptions they considered to be reasonable based on facts known at the time of preparation and do not take into account the Transaction, including any costs incurred in connection with the other transactions contemplated thereby or any changes to XCF’s operations or strategy that may be implemented after the consummation of the merger. As a result, actual results will likely differ, and may differ materially, from those contained in the XCF Management Unaudited XCF Projections.
In connection with the merger, XCF management prepared certain unaudited prospective financial information for the combined entity, based on projections provided by DevvStream and Southern Energy Renewables.
The XCF Management Unaudited Projections were provided to the XCF Board in connection with its consideration of the merger. XCF management and the XCF Board directed to use and rely upon the XCF Management Unaudited Projections for purposes of its financial analyses of the transaction.
The information and tables set forth below are included solely to give stockholders access to the XCF Management Unaudited Projections. Except for 2026, the XCF Management Unaudited Projections were adjusted to reflect a calendar year presentation. The XCF Management Unaudited Projections are not included in this joint proxy statement/prospectus in order to influence any XCF stockholder to make any investment decision with respect to the mergers or for any other purpose. These projections are not, and should not be viewed as, public guidance or targets.
XCF Global Overview
XCF Global is a U.S. renewable fuels producer focused primarily on sustainable aviation fuel (SAF), operating through its flagship New Rise Reno facility in Nevada. The plant processes waste and residue-based, low-carbon triglyceride feedstocks (such as distillers corn oil and soybean oil) into SAF, renewable diesel and renewable naphtha, with renewable diesel produced on an interim basis during the SAF ramp-up. It also monetizes associated environmental credits such as RINs and LCFS credits and has Phillips 66 as a key feedstock-supply and offtake counterparty.
DevvStream Overview
DevvStream is a carbon-management and environmental-assets company which develops, invests in, manages and monetizes carbon credits and I-RECs across three strategic domains: an offset portfolio (nature-based, tech-based, sequestration credits and I-RECs), project investment and consolidation, and project development for activities such as EV charging and renewable energy generation in exchange for a share of credits. It applies a “streaming and royalty” model alongside a blockchain platform, including its Carbon Offset Program Platform (COPP), used for tracking, provenance, and transparency rather than for issuing or registering credits, which remain governed by official registries.
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Southern Energy Renewables Overview
Southern Energy Renewables is a U.S. clean-fuels developer using advanced biomass gasification and synthesis technologies to convert forestry, agricultural and other waste and residue feedstocks into low-carbon fuels, primarily sustainable aviation fuel (SAF) and green methanol (with potential for RNG, ammonia and hydrogen). Its flagship project is a clean-fuel facility in St. Charles Parish, Louisiana, drawing on locally sourced forestry and agricultural residues and Gulf Coast infrastructure, with commercial operations targeted for late 2029.
XCF Standalone
|
HY2026 |
CY2027 |
CY2028 |
CY2029 |
CY2030 |
CY2031 |
CY2032 |
CY2033 |
CY2034 |
CY2035 |
||||||||||||||||||||||||
|
Gross Product Sales |
$ |
390.3 |
$ |
744.2 |
$ |
746.0 |
|
$ |
713.8 |
|
$ |
1,486.1 |
|
$ |
2,229.2 |
$ |
2,862.2 |
$ |
2,972.3 |
$ |
2,972.3 |
$ |
2,853.7 |
||||||||||
|
Revenue |
$ |
58.9 |
$ |
112.3 |
$ |
112.7 |
|
$ |
107.9 |
|
$ |
224.7 |
|
$ |
337.0 |
$ |
432.9 |
$ |
449.4 |
$ |
449.4 |
$ |
431.6 |
||||||||||
|
EBITDA |
$ |
37.6 |
$ |
67.7 |
$ |
62.3 |
|
$ |
53.5 |
|
$ |
133.9 |
|
$ |
215.2 |
$ |
283.0 |
$ |
295.5 |
$ |
294.6 |
$ |
279.3 |
||||||||||
|
Net Income |
$ |
13.8 |
$ |
21.7 |
$ |
(12.3 |
) |
$ |
(55.6 |
) |
$ |
(9.6 |
) |
$ |
72.6 |
$ |
143.4 |
$ |
140.3 |
$ |
138.2 |
$ |
131.6 |
||||||||||
|
Capex |
$ |
0.6 |
$ |
1.2 |
$ |
156.2 |
|
$ |
326.2 |
|
$ |
357.4 |
|
$ |
178.6 |
$ |
14.8 |
$ |
9.8 |
$ |
19.8 |
$ |
9.8 |
||||||||||
DevvStream Standalone
|
HY2026 |
CY2027 |
CY2028 |
CY2029 |
CY2030 |
CY2031 |
CY2032 |
CY2033 |
CY2034 |
CY2035 |
|||||||||||||||||||||
|
Revenue |
$ |
8.7 |
$ |
29.0 |
$ |
36.0 |
$ |
43.0 |
$ |
46.2 |
$ |
49.8 |
$ |
41.8 |
$ |
46.2 |
$ |
51.1 |
$ |
56.5 |
||||||||||
|
EBITDA |
$ |
3.7 |
$ |
16.5 |
$ |
23.3 |
$ |
27.6 |
$ |
30.6 |
$ |
33.9 |
$ |
33.6 |
$ |
37.7 |
$ |
42.2 |
$ |
47.2 |
||||||||||
|
Net Income |
$ |
3.6 |
$ |
15.8 |
$ |
22.3 |
$ |
26.4 |
$ |
29.3 |
$ |
32.5 |
$ |
32.2 |
$ |
31.3 |
$ |
33.3 |
$ |
37.3 |
||||||||||
|
Capex |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
||||||||||
Southern Energy Renewables Standalone
|
HY2026 |
CY2027 |
CY2028 |
CY2029 |
CY2030 |
CY2031 |
CY2032 |
CY2033 |
CY2034 |
CY2035 |
|||||||||||||||||||||
|
Gross Product Sales |
|
— |
|
— |
|
— |
$ |
92.6 |
$ |
153.1 |
$ |
397.4 |
$ |
658.1 |
$ |
680.8 |
$ |
704.6 |
$ |
729.4 |
||||||||||
|
Revenue |
|
— |
|
— |
|
— |
$ |
92.6 |
$ |
153.1 |
$ |
397.4 |
$ |
658.1 |
$ |
680.8 |
$ |
704.6 |
$ |
729.4 |
||||||||||
|
EBITDA |
|
— |
|
— |
|
— |
$ |
67.9 |
$ |
119.5 |
$ |
313.8 |
$ |
531.5 |
$ |
553.0 |
$ |
575.6 |
$ |
599.3 |
||||||||||
|
Net Income |
|
— |
|
— |
|
— |
$ |
33.8 |
$ |
68.4 |
$ |
177.0 |
$ |
300.9 |
$ |
319.6 |
$ |
339.2 |
$ |
359.7 |
||||||||||
|
Capex |
$ |
5.2 |
$ |
493.8 |
$ |
551.9 |
$ |
254.3 |
$ |
265.6 |
$ |
101.5 |
$ |
15.1 |
$ |
15.1 |
$ |
15.1 |
$ |
15.1 |
||||||||||
Combined Projections
|
HY2026 |
CY2027 |
CY2028 |
CY2029 |
CY2030 |
CY2031 |
CY2032 |
CY2033 |
CY2034 |
CY2035 |
|||||||||||||||||||||
|
Gross Product Sales |
$ |
390.3 |
$ |
744.2 |
$ |
746.0 |
$ |
713.8 |
$ |
1,486.1 |
$ |
2,229.2 |
$ |
2,862.2 |
$ |
2,972.3 |
$ |
2,972.3 |
$ |
2,853.7 |
||||||||||
|
Revenue |
$ |
67.6 |
$ |
141.4 |
$ |
148.7 |
$ |
243.5 |
$ |
424.1 |
$ |
784.3 |
$ |
1,132.9 |
$ |
1,176.4 |
$ |
1,205.1 |
$ |
1,217.6 |
||||||||||
|
EBITDA |
$ |
41.3 |
$ |
84.3 |
$ |
85.6 |
$ |
149.0 |
$ |
284.0 |
$ |
562.9 |
$ |
848.1 |
$ |
886.2 |
$ |
912.4 |
$ |
925.8 |
||||||||||
|
Net Income |
$ |
17.4 |
$ |
37.5 |
$ |
10.5 |
$ |
6.4 |
$ |
88.5 |
$ |
259.8 |
$ |
445.7 |
$ |
482.9 |
$ |
510.7 |
$ |
528.5 |
||||||||||
|
Capex |
$ |
5.8 |
$ |
495.0 |
$ |
708.1 |
$ |
580.5 |
$ |
623.0 |
$ |
280.1 |
$ |
29.9 |
$ |
24.9 |
$ |
34.9 |
$ |
24.9 |
||||||||||
Interests of Directors and Executive Officers of DevvStream and XCF Global in the Business Combination
Certain of XCF Global’s and DevvStream’s directors and executive officers may have interests in the Business Combination that may be different from or in addition to, the interests of XCF Global stockholders and DevvStream shareholders generally. The XCF Global Board and the DevvStream Board were aware of and carefully considered these interests, among other matters, in evaluating the terms and structure and in overseeing the negotiation of, the Business Combination and in approving the BCA.
For additional information, please see the section titled “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination” beginning on page 292 of this joint proxy statement/prospectus.
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Accounting Treatment of the Business Combination
XCF Global, Southern Energy, and DevvStream prepare their respective financial statements in accordance with GAAP. The accounting guidance for business combinations provides for the use of the acquisition method of accounting for the mergers, which requires the determination of the acquirer, the purchase price, the acquisition date, the fair value of assets and liabilities of the acquiree and the measurement of goodwill, if any. XCF Global will be treated as the acquirer for accounting purposes. XCF is the entity issuing the equity of the combined company. The composition of the management team and, thereby, the overall decision-making power of the combined company will be more heavily dominated by XCF Global’s executives. Additionally, XCF Global will remain the headquarters of the combined company. Each of these factors holds significant strategic implications for the combined company and, when combined with the inapplicability or relative neutrality of all other indicators considered, results in the conclusion that XCF Global is the accounting acquirer.
XCF Global Stockholder and DevvStream Shareholder Appraisal and Dissenters’ Rights
The following discussion is a summary of the rights of holders of XCF Global Common Shares and DevvStream common shares to seek appraisal or to dissent in connection with the Business Combination. The full text of Section 191 of the ABCA, which governs the dissent rights of DevvStream shareholders, is attached as Annex G to this joint proxy statement/prospectus.
Appraisal Rights of XCF Global Stockholders
Under the DGCL, holders of XCF Global Common Shares are not entitled to appraisal or dissenters’ rights in connection with the XCF Global Authorized Stock Increase Proposal, the XCF Global Stock Issuance Proposal, the XCF Global Director Election Proposal, the XCF Global 2025 Equity Incentive Plan Increase Proposal or the XCF Global Adjournment Proposal. The Business Combination is being effected through the merger of wholly-owned subsidiaries of XCF Global with and into DevvStream and Southern Energy, respectively, and not through a merger of XCF Global itself, and the issuance of XCF Global Common Shares to be approved at the XCF Global Special Meeting does not give rise to statutory appraisal rights under Delaware law.
Dissenting Rights of DevvStream Shareholders
A registered DevvStream shareholder has the right to dissent (a “Dissenting DevvStream Shareholder”) to the Domestication pursuant to Section 191 of the ABCA. The following description of the right to dissent and appraisal to which Dissenting DevvStream Shareholders are entitled is not a comprehensive statement of the procedures to be followed by a Dissenting DevvStream Shareholder who seeks payment of the fair value of such Dissenting DevvStream Shareholder’s shares, and is qualified in its entirety by the reference to the full text of Section 191 of the ABCA, the text of which is attached at Annex G. A Dissenting DevvStream Shareholder who intends to exercise the right to dissent and appraisal should carefully consider and comply with the provisions of Section 191 of the ABCA. Failure to strictly comply with the provisions of Section 191 of the ABCA and to adhere to the procedures established therein may result in the loss of all rights thereunder.
Under the ABCA, a registered holder of DevvStream shares is entitled, in addition to any other right such holder may have, to dissent and to be paid by DevvStream the fair value of the shares held by such Dissenting DevvStream Shareholder in respect of which such Dissenting DevvStream Shareholder dissents, determined as of the close of business on the last business day before the day on which the special resolution approving the Domestication was adopted. A registered DevvStream shareholder may dissent only with respect to all of the shares held by such registered holder or on behalf of any one beneficial owner and registered in the Dissenting DevvStream Shareholder’s name. Only registered DevvStream shareholders may dissent. Persons who are beneficial owners of DevvStream shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that they may only do so through the registered owner of such securities. A registered holder, such as a broker, who holds DevvStream shares as nominee for beneficial holders, some of whom wish to dissent, must exercise dissent rights on behalf of such beneficial owners with respect to the DevvStream shares held for such beneficial owners. In such case, the demand for dissent should set forth the number of DevvStream shares covered by it.
A Dissenting DevvStream Shareholder must send to DevvStream a written objection to the special resolution to approve the Domestication prior to the DevvStream Special Meeting, or a dissent notice.
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A registered DevvStream shareholder wishing to exercise the right to dissent with respect to such holder’s shares must not vote such shares at the DevvStream Special Meeting, either by the submission of a proxy or by personally voting, in favor of the DevvStream Domestication Proposal. The ABCA does not provide, and DevvStream will not assume, that a vote against the DevvStream Domestication Proposal constitutes a dissent notice.
An application may be made to the Alberta Court of King’s Bench (the “Court”), by DevvStream or by a Dissenting DevvStream Shareholder after the adoption of the DevvStream Domestication Proposal to fix the fair value of the Dissenting DevvStream Shareholder’s shares. If such an application to the Court is made by us or a Dissenting DevvStream Shareholder, DevvStream must, unless the Court otherwise orders, send to each Dissenting DevvStream Shareholder a written offer to pay the Dissenting DevvStream Shareholder an amount considered by the DevvStream Board to be the fair value of the shares. The offer, unless the Court otherwise orders, will be sent to each Dissenting DevvStream Shareholder at least 10 days before the date on which the application is returnable, if DevvStream is the applicant, or within 10 days after DevvStream is served with notice of the application, if a Dissenting DevvStream Shareholder is the applicant. The offer will be made on the same terms to each Dissenting DevvStream Shareholder and will be accompanied by a statement showing how the fair value was determined.
A Dissenting DevvStream Shareholder may make an agreement with DevvStream for the purchase of such holder’s shares in the amount of the offer made by DevvStream (or otherwise) at any time before the Court pronounces an order fixing the fair value of the shares.
A Dissenting DevvStream Shareholder is not required to give security for costs in respect of an application and, except in special circumstances, will not be required to pay the costs of the application or appraisal. On the application, the Court will make an order fixing the fair value of the shares of all Dissenting DevvStream Shareholders who are parties to the application, giving judgment in that amount against DevvStream and in favor of each of those Dissenting DevvStream Shareholders, and fixing the time within which DevvStream must pay that amount payable to the Dissenting DevvStream Shareholders. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting DevvStream Shareholder calculated from the date on which the Dissenting DevvStream Shareholder ceases to have any rights as a shareholder of DevvStream, until the date of payment.
On the Domestication becoming effective, or upon the making of an agreement between DevvStream and the Dissenting DevvStream Shareholder as to the payment to be made by DevvStream to the Dissenting DevvStream Shareholder, or upon the pronouncement of a Court order, whichever first occurs, the Dissenting DevvStream Shareholder will cease to have any rights as a shareholder of DevvStream other than the right to be paid the fair value of such holder’s shares, in the amount agreed to between DevvStream and the Dissenting DevvStream Shareholder or in the amount of the judgment, as the case may be. Until one of these events occurs, the Dissenting DevvStream Shareholder may withdraw the Dissenting DevvStream Shareholder’s dissent, or if the Domestication has not yet become effective DevvStream may rescind the DevvStream Domestication Proposal, and, in either event, the dissent and appraisal proceedings in respect of that Dissenting DevvStream Shareholder will be discontinued.
DevvStream will not make a payment to a Dissenting DevvStream Shareholder under Section 191 if there are reasonable grounds for believing that DevvStream is or would after the payment be unable to pay its liabilities as they become due, or that the realizable value of DevvStream’s assets would thereby be less than the aggregate of its liabilities. In such event, DevvStream will notify each Dissenting DevvStream Shareholder that it is lawfully unable to pay the Dissenting DevvStream Shareholders for their shares in which case the Dissenting DevvStream Shareholder may, by written notice to DevvStream within 30 days after receipt of such notice, withdraw such holder’s written objection, in which case such Dissenting DevvStream Shareholder shall be deemed to have participated in the Domestication as a DevvStream shareholder. If the Dissenting DevvStream Shareholder does not withdraw such holder’s written objection, such Dissenting DevvStream Shareholder retains status as a claimant against DevvStream to be paid as soon as DevvStream is lawfully entitled to do so or, in a liquidation, to be ranked subordinate to creditors but prior to DevvStream shareholders.
All shares held by Dissenting DevvStream Shareholders who exercise their right to dissent will, if the holders are ultimately paid the fair value thereof, be deemed to be transferred to DevvStream on the effective date of the Domestication in exchange for such fair value as of the close of business on the last business day before the Domestication is approved the DevvStream shareholders. If such Dissenting DevvStream Shareholders ultimately are not entitled to be paid the fair value of the shares, such Dissenting DevvStream Shareholders will be deemed to have participated in the Domestication on the same basis as a non-dissenting holder notwithstanding the provisions of Section 191 of the ABCA.
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The BCA additionally provides that the obligations of the parties to consummate the Business Combination are subject to the closing condition that, if legally available, dissent rights have not been exercised with respect to more than 3% of the issued and outstanding XCF Global Common Shares or DevvStream common shares. Accordingly, the exercise of dissent rights by Dissenting DevvStream Shareholders in excess of this threshold could result in the failure of a condition to closing under the BCA and entitle the parties to elect not to consummate the Business Combination.
THE ABOVE SUMMARY DOES NOT PURPORT TO PROVIDE A COMPREHENSIVE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY A DISSENTING DEVVSTREAM SHAREHOLDER WHO SEEKS PAYMENT OF THE FAIR VALUE OF THEIR SHARES. SECTION 191 OF THE ABCA REQUIRES ADHERENCE TO THE PROCEDURES ESTABLISHED THEREIN AND FAILURE TO DO SO MAY RESULT IN THE LOSS OF ALL RIGHTS THEREUNDER. IT IS SUGGESTED THAT IF YOU WANT TO AVAIL YOURSELF OF YOUR RIGHTS THAT YOU SEEK YOUR OWN LEGAL ADVICE. FAILURE TO COMPLY STRICTLY WITH THE PROVISIONS OF THE ABCA MAY PREJUDICE YOUR RIGHT OF DISSENT. SECTION 191 OF THE ABCA IS ATTACHED HEREIN AS ANNEX G AND IS INCORPORATED HEREIN BY REFERENCE.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of certain material U.S. federal income tax consequences of (i) the Domestication to U.S. holders and Non-U.S. holders (each as defined below) of DevvStream shares, (ii) the Mergers (as defined below) to U.S. holders and Non-U.S. holders of DevvStream shares and Southern Energy Shares, and (iii) the ownership and disposition of XCF Global Common Shares received in the Business Combination by U.S. holders and Non-U.S. holders. This discussion is based on the Code, the Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case as in effect as of the date of this joint proxy statement/prospectus. These authorities are subject to change or differing interpretations, possibly with retroactive effect, and any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth herein. Neither DevvStream, Southern Energy nor XCF Global has sought, and none intends to seek, any ruling from the IRS or any opinion of counsel with respect to the U.S. federal income tax consequences described below, and there can be no assurance that the IRS will not take a contrary position or that any such position would not be sustained by a court. Unless otherwise indicated herein or unless the context otherwise requires, the term “DevvStream Delaware” in this section refers to DevvStream upon Domestication.
This discussion applies only to shareholders that hold their DevvStream shares, Southern Energy shares or XCF Global Common Shares (as applicable) as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is for general information only and does not purport to be a complete analysis or description of all potential U.S. federal income tax consequences of the Domestication, the Mergers or the ownership and disposition of XCF Global Common Shares. In addition, this discussion does not address the effects of any state, local or non-U.S. tax laws, the alternative minimum tax, the Medicare contribution tax on net investment income, the special tax accounting rules under Section 451(b) of the Code, or any U.S. federal tax laws other than those pertaining to U.S. federal income taxation (such as estate or gift tax laws). This discussion also does not address all tax considerations that may be relevant to holders in light of their particular circumstances, nor does it address the tax consequences applicable to holders subject to special rules, such as:
• entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes or holders of interests therein;
• banks, insurance companies or other financial institutions;
• tax-exempt or governmental organizations;
• “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code (or any entities all of the interests of which are held by a qualified foreign pension fund);
• dealers in securities or foreign currencies;
• U.S. holders whose functional currency is not the U.S. dollar;
• U.S. expatriates or former long-term residents of the U.S.;
• traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;
• “controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;
• persons who acquired their shares through the exercise of employee share options or otherwise as compensation or through a tax-qualified retirement plan;
• persons that actually or constructively own 5% percent or more (by vote or value) of any class of outstanding shares of DevvStream, Southern Energy, or XCF Global;
• persons that hold shares as part of a straddle, constructive sale, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction;
• certain former citizens or long-term residents of the United States;
• pension funds;
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• mutual funds;
• regulated investment companies; and
• real estate investment trusts.
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds DevvStream shares, Southern Energy shares or XCF Global Common Shares, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding such shares, and partners in such partnerships, should consult their own tax advisors regarding the tax consequences to them.
THE U.S. FEDERAL INCOME TAX TREATMENT OF DOMESTICATION AND THE MERGERS AND THE REST OF THE BUSINESS COMBINATION MAY BE AFFECTED BY MATTERS NOT DESCRIBED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. WE URGE HOLDERS WHO PARTICIPATE IN THE BUSINESS COMBINATION TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE BUSINESS COMBINATION AND OF OWNING AND DISPOSING OF XCF GLOBAL COMMON SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
Tax Treatment of the Domestication — F Reorganization
The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code.
Under Section 368(a)(1)(F) of the Code, a reorganization (an “F Reorganization”) is a “mere change in identity, form or place of organization of one corporation, however effected.” Pursuant to the Domestication, DevvStream will convert from being an Alberta corporation to a Delaware corporation in accordance with Alberta and Delaware law.
It is intended that the Domestication qualify as an F Reorganization for U.S. federal income tax purposes. However, the completion of the Domestication is not conditioned upon the receipt of an IRS ruling or of an opinion of counsel regarding the U.S. federal income tax consequences of the Domestication and as a result, no assurance can be given that the IRS will not challenge the treatment of the Domestication discussed herein or that a court would not sustain such a challenge. If the IRS were to successfully challenge the F Reorganization status of the Domestication, the U.S. federal income tax consequences of the Domestication could differ from those described herein. Except to the extent otherwise discussed herein, the remainder of this discussion assumes the Domestication qualifies as an F Reorganization.
DevvStream generally does not expect to recognize any gain or loss for U.S. federal income tax purposes as a result of the Domestication.
Tax Treatment of the Mergers
The U.S. federal income tax consequences of the DevvStream Merger and the Southern Energy Merger (together, the “Mergers” and each, a “Merger”) will depend primarily upon whether each Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.
It is intended that the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. However, the completion of neither Merger is conditioned upon the receipt of an IRS ruling or of an opinion of counsel regarding the U.S. federal income tax consequences of such Merger and as a result, no assurance can be given that the IRS will not challenge the treatment of either Merger discussed herein or that a court would not sustain such a challenge. If the IRS were to successfully challenge the “reorganization” status of either Merger, the U.S. federal income tax consequences of such Merger could differ from those described herein, including the holders of DevvStream shares (in case of the DevvStream Merger) or the holders of Southern Energy Shares (in case of the Southern Energy
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Merger) could be required to fully recognize gain with respect to such shares as a result of the Merger they participate in. Except to the extent otherwise discussed herein, the remainder of this discussion assumes that each of the Mergers qualifies as a “reorganization” within the meaning of Section 368(a) of the Code..
Neither DevvStream nor Southern Energy expects to recognize any gain or loss for U.S. federal income tax purposes as a result of the Mergers.
U.S. Holders
This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of DevvStream shares, Southern Energy shares or XCF Global Common Shares (as applicable) that is, for U.S. federal income tax purposes:
• an individual who is a citizen or resident of the United States;
• a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) under the laws of the United States, any state thereof or the District of Columbia;
• an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
• a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of the Code) have the authority to control all substantial decisions of the trust, or (ii) the trust has validly elected to be treated as a “United States person” (within the meaning of the Code).
Tax Consequences of the Domestication to U.S. Holders of DevvStream Shares
Assuming the Domestication qualifies as an F Reorganization, U.S. holders generally will not recognize taxable gain or loss on the Domestication for U.S. federal income tax purposes, and the Domestication will be treated for U.S. federal income tax purposes as if DevvStream (i) transferred all of its assets and liabilities to DevvStream Delaware in exchange for all of the outstanding common stock of DevvStream; and (ii) then distributed the common stock of DevvStream Delaware to the DevvStream shareholders in liquidation of DevvStream. The taxable year of DevvStream will be deemed to end on the date of the Domestication.
Assuming the Domestication qualifies as an F Reorganization: (i) the tax basis of a share of DevvStream Delaware received by a U.S. holder in the Domestication will equal the U.S. holder’s adjusted tax basis in DevvStream surrendered in exchange therefor, and (ii) the holding period for a share of DevvStream Delaware received by a U.S. holder will include such U.S. holder’s holding period for the DevvStream surrendered in exchange therefor.
If the Domestication fails to qualify as an F Reorganization, a U.S. holder generally would recognize gain or loss with respect to its DevvStream shares in an amount equal to the difference between the fair market value of the shares of DevvStream Delaware received in the Domestication and the U.S. holder’s adjusted tax basis in its DevvStream shares surrendered in the Domestication. In such event, such U.S. holder’s basis in the shares of DevvStream Delaware would be equal to their fair market value on the date of the Domestication, and such U.S. holder’s holding period for such shares of DevvStream Delaware would begin on the day following the date of the Domestication. Shareholders who hold different blocks of DevvStream (generally, DevvStream shares purchased or acquired on different dates or at different prices) should consult their own tax advisors to determine how the above rules apply to them.
Tax Consequences of the Mergers to U.S. Holders of DevvStream Delaware Shares and U.S. Holders of Southern Energy Shares
A U.S. holder of DevvStream Delaware shares that receives XCF Global Common Shares in exchange for DevvStream Delaware shares in the DevvStream Merger and a U.S. holder of Southern Energy that receives XCF Global Common Shares in exchange for Southern Energy shares in the Southern Energy Merger (such U.S. holder of DevvStream Delaware shares or of Southern Energy shares, the “U.S. Target Shareholder” and such DevvStream Delaware shares or Southern Energy shares, as applicable “Target Shares”) should not recognize gain or loss for U.S. federal income tax purposes as a result of the respective Merger. Such U.S. Target Shareholder’s aggregate tax basis in the XCF Global Common Shares received in exchange for the Target Shares surrendered in connection with the respective Merger
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should equal such U.S. Target Shareholder’s aggregate adjusted tax basis in the Target Shares exchanged therefor. A U.S. Target Shareholder’s holding period in the XCF Global Common Shares received should include the holding period for such U.S. Target Shareholder’s shares of Target Shares surrendered in exchange therefor.
If a U.S. Target Shareholder has acquired different blocks of Target Shares at different times or at different prices, then such U.S. Target Shareholder’s tax basis and holding period in XCF Global Common Shares received in the respective Merger generally should be determined with reference to each block of such Target Shares. Any such U.S. Target Shareholders should consult their own tax advisors with respect to identifying the bases or holding periods of the shares of XCF Global Common Shares received in the Merger.
If a Merger was determined not to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then, for U.S. federal income tax purposes, a U.S. Target Shareholder generally would recognize gain or loss with respect to its Target Shares in an amount equal to the difference between the fair market value of the shares of XCF Global Common Shares received in the Merger and the U.S. Target Shareholder’s adjusted tax basis in its Target Shares surrendered in such Merger. Such gain or loss generally will be a capital gain or loss. If a U.S. Target Shareholder’s holding period in the Target Shares surrendered in the Merger is greater than one year as of the date of such Merger, the gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. Such U.S. Target Shareholder’s basis in the shares of XCF Global Common Shares would be equal to their fair market value on the date of the applicable Merger, and such U.S. Target Shareholder’s holding period for such shares of XCF Global Common Shares would begin on the day following the date of the Merger. Shareholders who hold different blocks of Target Shares (generally, ordinary shares purchased or acquired on different dates or at different prices) should consult their own tax advisors to determine how the above rules apply to them.
Tax Consequences to U.S. Holders of the Ownership and Disposition of XCF Global Common Shares received in the Business Combination
Distributions on XCF Global Common Shares
In general, any distribution of cash or property that XCF Global makes to a U.S. holder of XCF Global Common Shares (other than certain distributions of XCF Global stock or rights to acquire XCF Global stock) generally will constitute a dividend for U.S. federal income tax purposes to the extent paid out of XCF Global’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of XCF Global’s current and accumulated earnings and profits generally will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in its XCF Global Common Shares. Any remaining excess generally will be treated as gain realized on the sale or other taxable disposition of the XCF Global Common Shares and will be treated as described below under “— Gain on Sale, Taxable Exchange or Other Taxable Disposition of XCF Global Common Shares.”
Dividends paid to a U.S. holder that is a corporation for U.S. federal income tax purposes generally will be eligible for the dividends-received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of the investment interest deduction limitations), and provided certain holding period requirements are satisfied, dividends paid to a non-corporate U.S. holder generally will constitute “qualified dividend income” that is subject to tax at the reduced rates applicable to long-term capital gains.
Gain on Sale, Taxable Exchange or Other Taxable Disposition of XCF Global Common Shares
Upon a sale, taxable exchange or other taxable disposition of XCF Global Common Shares, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between (i) the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. holder’s adjusted tax basis in the XCF Global Common Shares so disposed of. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the XCF Global Common Shares so disposed of exceeds one year as of the date of disposition. Long-term capital gains recognized by non-corporate U.S. holders are generally subject to U.S. federal income tax at reduced rates. The deductibility of capital losses is subject to limitations. For a discussion of a U.S. holder’s adjusted tax basis and holding period in XCF Global Common Shares received in the Business Combination, see “— Tax Consequences of the Mergers to U.S. Holders of DevvStream Delaware Shares and U.S. Holders of Southern Energy Shares” above.
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ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE DOMESTICATION, THE MERGERS, THE OWNERSHIP AND DISPOSITION OF XCF GLOBAL COMMON SHARES AND ANY OTHER MATTERS DISCUSSED ABOVE.
Non-U.S. Holders
A “non-U.S. holder” is a beneficial owner of DevvStream shares, Southern Energy shares or XCF Global Common Shares (as applicable) that is, for U.S. federal income tax purposes:
• a non-resident alien individual;
• a foreign corporation; or
• an estate or trust that is not a U.S. holder.
Such term, however, generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you are urged to consult your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of DevvStream shares, Southern Energy shares or XCF Global Common Shares.
Tax Consequences of the Domestication to Non-U.S. Holders of DevvStream Shares
DevvStream does not expect the Domestication to result in any material U.S. federal income tax consequences to non-U.S. holders of DevvStream shares.
Tax Consequences of the Merger to Non-U.S. Holders of Target Shares
The U.S. federal income tax consequences of a Merger for non-U.S. holders of Target Shares (any such non-U.S. holder of Target Shares, the “Non-U.S. Target Shareholder”) should be similar to those for U.S. Target Shareholders of Target Shares as described above under “— U.S. Holders — Tax Consequences of the Mergers to U.S. Holders of DevvStream Delaware Shares and U.S. Holders of Southern Energy Shares.”
However, Non-U.S. Target Shareholders of Target Shares may be subject to U.S. federal income tax on any gain realized if DevvStream Delaware or Southern Energy is or has been a USRPHC (as defined below) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the applicable Merger or the period during which the Non-U.S. Target Shareholder held such Target Shares, in which case any gain recognized by such Non-U.S. Target Shareholder would be subject to tax at generally applicable U.S. federal income tax rates. Each of DevvStream Delaware and Southern Energy believes that it is not, and has not been at any time since its formation, a USRPHC.
In addition, if the Merger fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then, for U.S. federal income tax purposes, a Non-U.S. Target Shareholder of Target Shares would recognize gain or loss if the gain is effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Target Shareholder). Such gain will be subject to tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder. In addition, any such gains of a Non-U.S. Target Shareholders that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower applicable treaty rate) on such non-U.S. holder’s effectively connected earnings and profits (subject to adjustments). Such non-U.S. holder’s basis in the shares of XCF Global Common Shares would be equal to their fair market value on the date of the applicable Merger, and such non-U.S. holder’s holding period for such shares of XCF Global Common Shares would begin on the day following the date of such Merger. Shareholders who hold different blocks of Target Shares (generally, ordinary shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
If a Target is not and has not been a USRPHC (as defined below) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the applicable Merger or the period during which the non-U.S. holder held Target Shares, and the gain is not effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if an applicable tax treaty so requires, is not attributable
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to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Target Shareholder), no gain or loss would be recognized as a result of such Merger by the non-U.S. holder. With respect to the foregoing sentence, neither DevvStream Delaware nor Southern Energy believes that it is, or was during the period of time referred to in the foregoing sentence, a USRPHC, and each Target will deliver to XCF Global in connection with the Business Combination a certificate certifying that no interest in such Target is, or has been during the period of time referred to in the foregoing sentence, a “United States real property interests.”
Tax Consequences to Non-U.S. Holders of the Ownership and Disposition of XCF Global Common Shares received in the Business Combination
Distributions on XCF Global Common Shares
Any distribution of cash or property (or a constructive distribution) XCF Global makes to a non-U.S. holder of XCF Global Common Shares, to the extent paid out of XCF Global’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), generally will constitute a dividend for U.S. federal income tax purposes. Any such dividends paid or deemed paid to a non-U.S. holder in respect of XCF Global Common Shares that is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States, as described below, generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, unless such non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W- 8BEN or W-8BEN-E, as applicable). In satisfying the foregoing withholding obligation with respect to a distribution, the applicable withholding agent may withhold up to 30% of either (i) the gross amount of the entire distribution, even if the amount of the distribution is greater than the amount constituting a dividend, as described above, or (ii) the amount of the distribution XCF Global projects will be a dividend, based upon a reasonable estimate of both its current and accumulated earnings and profits for the taxable year in which the distribution is made. If U.S. federal income tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, the non-U.S. holder may obtain a refund of all or a portion of the excess amount withheld by timely filing a claim for refund with the IRS. Any such distribution not constituting a dividend generally will be treated, for U.S. federal income tax purposes, first as reducing the non-U.S. holder’s adjusted tax basis in such XCF Global Common Shares (but not below zero) and, to the extent such distribution exceeds the non-U.S. holder’s adjusted tax basis, as gain from the sale or other taxable disposition of such XCF Global Common Shares, which will be treated as described under “— Gain on Sale, Taxable Exchange or Other Taxable Disposition of XCF Global Common Shares” below.
Dividends (including constructive dividends) XCF Global pays to a non-U.S. holder that are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base of the non-U.S. holder) generally will not be subject to the foregoing U.S. federal withholding tax, provided such non-U.S. holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, unless an applicable income tax treaty provides otherwise, such dividends generally will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder. In addition, if the non-U.S. holder is a corporation, such U.S. holder’s effectively connected earnings and profits (subject to adjustments) may be subject to a U.S. federal “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
Gain on Sale, Taxable Exchange or Other Taxable Disposition of XCF Global Common Shares
A non-U.S. holder generally will not be subject to U.S. federal income tax in respect of gain recognized on a sale, exchange or other disposition of XCF Global Common Shares unless:
• the gain is effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base of the non-U.S. holder);
• the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or
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• XCF Global is or has been a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the non-U.S. holder’s holding period, and either (i) XCF Global has ceased to be regularly traded on an established securities market or (ii) the non-U.S. holder has owned or is deemed to have owned under constructive ownership rules, at any time during the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period, more than 5% of XCF Global’s common stock.
Unless an applicable tax treaty provides otherwise, any gain described in the first bullet point above generally will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder and, in addition, a non-U.S. holder described in the first bullet point that is a foreign corporation (for U.S. federal income tax purposes) will be subject to U.S. federal “branch profits tax” at a 30% rate (or a lower applicable tax treaty rate) on such non-U.S. holder’s effectively connected earnings and profits (subject to adjustments).
Any gain of a non-U.S. holder described in the second bullet point above (which may be offset by U.S. source capital losses during the taxable year of the disposition) generally will be subject to a flat 30% U.S. federal income tax rate (or a lower applicable tax treaty rate).
Unless an applicable tax treaty provides otherwise, any gain described in the third bullet point above that is recognized by such non-U.S. holder on the sale, exchange or other taxable disposition of XCF Global Common Shares generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of such XCF Global Common Shares from a non-U.S. holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition if such XCF Global Common Shares are not treated as “regularly traded on an established securities market.” XCF Global will generally be classified as a USRPHC if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. XCF Global does not expect to be classified as a USRPHC following the Business Combination. However, such determination is factual in nature and subject to change, and no assurance can be provided as to whether XCF Global is or will be a USRPHC with respect to a non-U.S. holder following the Business Combination or at any future time.
ALL NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF THE DOMESTICATION, THE MERGERS AND THE BUSINESS COMBINATION GENERALLY AND HOLDING OR DISPOSING OF XCF COMMON SHARES RECEIVED IN THE BUSINESS COMBINATION.
Information Reporting and Backup Withholding
Dividend payments with respect to XCF Global Common Shares, proceeds from the sale, exchange, redemption or other taxable disposition of XCF Global Common Shares and amount received in the Business Combination may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A non-U.S. holder generally will eliminate the requirement for information reporting (other than with respect to dividends) and backup withholding by providing certification of its non-U.S. status on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s United States federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Foreign Account Tax Compliance Act
Pursuant to the Foreign Account Tax Compliance Act, set forth in Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as “FATCA”), foreign financial institutions (which include hedge funds, private equity funds, mutual funds and any other investment vehicles regardless of their size) must comply with information reporting rules with respect to their U.S. account
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holders and investors or bear a withholding tax on certain payments made to them (including such payments made to them in their capacity as intermediaries). Generally, if a foreign financial institution or certain other foreign entity does not comply with these reporting requirements, “withholdable payments” to the noncomplying entity will be subject to a 30% withholding tax. For this purpose, withholdable payments include U.S.-source payments otherwise subject to nonresident withholding tax and, subject to the discussion of the proposed Treasury Regulations below, the entire gross proceeds from the sale of certain equity or debt instruments of U.S. issuers. This withholding tax will apply to a non-compliant foreign financial institution regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax.
Withholding under FATCA will generally apply to payments of dividends on XCF Global Common Shares to foreign financial institutions that are not in compliance with FATCA. The U.S. Department of the Treasury has released proposed regulations which, if finalized in their present form, would eliminate the U.S. federal withholding tax of 30% applicable to the gross proceeds of a sale or disposition of equity interests. In its preamble to the proposed regulations, the U.S. Department of Treasury stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.
Similar withholding requirements to the foregoing apply to dividends on and, subject to the proposed regulations, gross proceeds from the sale of, XCF Global Common Shares held by an investor that i s a non-financial foreign entity unless such entity provides certain information regarding the entity’s “substantial United States owners,” which the applicable withholding agent will in turn be required to provide to the Secretary of the Treasury.
If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Each non-U.S. holder is urged to consult its tax advisor regarding these rules and whether they may be relevant to such non-U.S. holder’s ownership and disposition of XCF Global Common Shares.
Foreign entities located in jurisdictions that have entered into intergovernmental agreements with the United States in connection with FATCA may be subject to different rules. All holders are urged to consult with their tax advisors regarding the possible implications of the above rules under, or related to, FATCA on their investment in XCF Global Common Shares.
THE DISCUSSION ABOVE IS FOR INFORMATIONAL PURPOSES ONLY. ALL HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE DOMESTICATION, THE MERGERS, THE BUSINESS COMBINATION GENERALLY AND ANY OTHER MATTERS DISCUSSED HEREIN, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND NON-INCOME TAX LAWS.
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CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES
The following summary describes the principal Canadian federal income tax consequences under the Tax Act of the Domestication and the DevvStream Merger. This summary is generally applicable to DevvStream shareholders who beneficially own their DevvStream common shares (“DevvStream Common Shares”) and who, at all relevant times, for purposes of the Tax Act (i) deal at arm’s length with each of DevvStream and XCF Global, (ii) are not affiliated with DevvStream or XCF Global, and (iii) hold DevvStream Common Shares as capital property (a “Holder”). The DevvStream Common Shares will generally be considered to be capital property to the applicable Holder unless such shares are held by the Holder in the course of carrying on a business of buying and selling securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.
This summary assumes that DevvStream will cease to be resident in Canada for purposes of the Tax Act at the time of the Domestication and that from the time of the Domestication and at all relevant times thereafter DevvStream will be a resident of the United States for the purpose of the Canada-United States Income Tax Convention (the “U.S. Treaty”) and will be entitled to the benefits of the U.S. Treaty.
This summary is based upon the current provisions of the Tax Act, the regulations thereunder, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and an understanding of the current published administrative practices and assessing policies of the Canada Revenue Agency (the “CRA”). No assurances can be given that the Tax Proposals will be enacted as proposed, if at all. This summary does not otherwise take into account or anticipate any changes in applicable law, whether by legislative, regulatory, administrative or judicial action or administrative policy or assessing practice nor does it take into account other federal tax legislation or considerations or those of any province, territory or foreign jurisdiction, which may differ from those discussed herein.
This summary does not apply to a Holder (i) that is a “specified financial institution” for the purposes of the Tax Act, (ii) that is a “financial institution” for the purposes of the mark-to-market rules in the Tax Act, (iii) an interest in which is a “tax shelter investment” for the purposes of the Tax Act, (iv) that reports its “Canadian tax results” for the purposes of the Tax Act in a currency other than Canadian currency, (v) that has entered into or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement” (each as defined in the Tax Act) in respect of the DevvStream Common Shares or the XCF Global Common Shares, (vi) that is a “foreign affiliate” (as defined in the Tax Act) of a taxpayer resident in Canada, (vii) in respect of whom XFC Global will be a “foreign affiliate” for purposes of the Tax Act; (viii) that is a partnership, (ix) that has acquired any DevvStream Common Shares upon the exercise of an employee stock option or other employee compensation plan or otherwise in the course of employment, or (x) that is exempt from Tax under Part I of the Tax Act. In addition, this summary does not address the tax considerations for holders of any outstanding equity awards of DevvStream. Holders of such securities should consult with their own tax advisors.
This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular Holder. This summary is not exhaustive of all Canadian income tax considerations. Consequently, Holders are urged to consult their own tax advisors to determine the particular tax effects to them of the Domestication and DevvStream Merger and of any other consequences to them in connection with the Domestication and DevvStream Merger under Canadian federal, provincial, territorial or local tax laws and under foreign tax laws, having regard to their own particular circumstances.
Tax Consequences to Shareholders Resident in Canada
This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act, is, or is deemed to be, resident in Canada (a “Resident Holder”).
Effect of the Domestication
Resident Holders will not be considered to have disposed of their DevvStream Common Shares by reason only of the Domestication. Accordingly, the Domestication will not cause the Resident Holder to realize a capital gain or loss on their DevvStream Common Shares and there will be no effect on the adjusted cost base of their DevvStream Common Shares.
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Effect of the DevvStream Merger
It is expected that the DevvStream Merger will be a “foreign merger” for purposes of the Tax Act. As a result, pursuant to subsection 87(8) of the Tax Act a Holder of DevvStream Common Shares (other than a Holder that elects for such subsection not to apply, as discussed below) will be deemed to dispose of such stock for proceeds of disposition equal to the aggregate adjusted cost base of DevvStream Common Shares to the Holder immediately before the DevvStream Merger and will be deemed to acquire XCF Global Common Shares on the DevvStream Merger at a cost equal to the same amount. Accordingly, such a Holder will not realize any capital gain or capital loss as a result of the DevvStream Merger.
A Resident Holder of DevvStream Common Shares who elects for subsection 87(8) not to apply to the disposition of such Resident Holder’s DevvStream Common Shares in the DevvStream Merger will be considered to have disposed of their DevvStream Common Shares for proceeds of disposition equal to the fair market value of the XCF Global Common Shares received in exchange therefor on the DevvStream Merger. Such a Resident Holder of DevvStream Common Shares will realize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to such Resident Holder of the DevvStream Common Shares immediately before the DevvStream Merger and will acquire the shares of XCF Global Common Shares at a cost equal to the fair market value of such shares of XCF Global Common Shares. For a description of the treatment of capital gains and capital losses, see “Taxation of Capital Gains and Capital Losses” below.
Dividends on XCF Global Common Shares
After the Domestication and the DevvStream Merger, dividends received on XCF Global Common Shares will be required to be included in the Resident Holder’s income for the purposes of the Tax Act. Such dividends received by a Resident Holder who is an individual will not be subject to the gross-up and dividend tax credit rules in the Tax Act. A Resident Holder that is a corporation will include such dividends in computing its income and generally will not be entitled to deduct the amount of such dividends in computing its taxable income.
After the Domestication and the DevvStream Merger, any U.S. non-resident withholding tax on such dividends generally should be eligible, subject to certain limitations under the Tax Act, to be credited against the Resident Holder’s income tax or deducted from income.
Disposition of XCF Global Common Shares
After the Domestication and the DevvStream Merger, a disposition or deemed disposition of XCF Global Common Shares by a Resident Holder will generally result in a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of such XCF Global Common Shares immediately before the disposition. See “Taxation of Capital Gains or Capital Losses” immediately below.
Taxation of Capital Gains and Capital Losses
Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year must be included in computing the income of that Resident Holder, and one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be applied to reduce taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for the year in excess of taxable capital gains generally may be applied by the Resident Holder to reduce net taxable capital gains realized in any of the three preceding taxation years or in any subsequent year, subject to the detailed provisions of the Tax Act (as proposed to be amended by the Capital Gains Tax Proposals).
In the case of a Resident Holder that is a corporation, the amount of any capital loss arising on a disposition, or deemed disposition, of any DevvStream Common Shares may be reduced by the amount of dividends received, or deemed to have been received, by it on such share. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns shares, or where a trust or partnership of which a corporation is a beneficiary or a member is itself a member of a partnership or a beneficiary of a trust that owns any shares.
Capital gains realized by a Resident Holder that is an individual (including certain trusts) may be relevant for purposes of calculating liability for alternative minimum tax under the Tax Act.
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Additional Refundable Tax
A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout the relevant taxation year, or a “substantive CCPC” (as defined in the Tax Act) at any time in the year, may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act) for the year, including any taxable capital gains, interest, and dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income.
Foreign Property Information Reporting
A Resident Holder that is a “specified Canadian entity” (as such term is defined in the Tax Act) for a taxation year or fiscal period whose total “cost amount” of “specified foreign property” (as such terms are defined in the Tax Act), which will include the XCF Global Common Shares, at any time in the year or fiscal period exceeds CAD$100,000 is required to file an information return for the year or period disclosing prescribed information in respect of such property. Such holders are advised to consult their own tax advisors.
Offshore Investment Fund Property Rules
The “offshore investment fund property” rules in the Tax Act (the “OIFP Rules”) may, in certain circumstances, require a taxpayer to include in income in each taxation year an imputed return which is determined based on the cost of offshore investment fund properties held by the taxpayer multiplied by a prescribed interest rate.
An offshore investment fund property generally includes shares of a non-resident corporation to the extent that such shares may reasonably be considered to derive their value, directly or indirectly, primarily from portfolio investments in certain specified types of assets, including real estate and Canadian or foreign resource properties. It is unclear whether the XCF Global Common Shares will satisfy this definition. However, a Holder will only be subject to the OIFP Rules in respect of XCF Global Common Shares to the extent that it may reasonably be concluded, having regard to all the circumstances, that one of the main reasons for the Holder acquiring, holding or having such share is to derive a benefit from portfolio investments in such assets in such a manner that the amount of tax payable by the Holder on income, profit or gain from such assets for any particular year is significantly less than the tax that would have been payable under Part I of the Tax Act had the Holder held such assets directly.
The OIFP Rules are complex and their application will potentially depend, in part, on the reasons for a Holder acquiring, holding or having the XCF Global Common Shares. Holders should consult their own tax advisors regarding the application of these rules based on their particular circumstances.
Dissenting Resident Holders of Domestication
A Resident Holder that properly exercises Dissent Rights in respect of its DevvStream Common Shares (a “Dissenting Resident Holder”) will dispose of its DevvStream Common Shares to DevvStream and will be entitled to be paid the fair value of such DevvStream Common Shares. Although not free from doubt, such Dissenting Resident Holder should be deemed to have received a dividend equal to the amount, if any, by which such payment (other than any portion of the payment that is interest awarded by a court in connection with the Arrangement) exceeds the “paid-up capital” of such DevvStream Common Shares for purposes of the Tax Act immediately before that time.
A Dissenting Resident Holder will be required to include in computing its income for a taxation year any dividend deemed to be received on the DevvStream Common Shares. In the case of a Dissenting Resident Holder that is an individual (including certain trusts), any such dividend will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received by Canadian resident individuals from a taxable Canadian corporation, including the enhanced gross-up and dividend tax credit if DevvStream validly designates the dividend as an “eligible dividend.” There may be limitations on DevvStream’s ability to designate such dividends as eligible dividends.
In the case of a Dissenting Resident Holder that is a corporation, any such dividend generally will be included in computing such Dissenting Resident Holder’s income as a dividend and will ordinarily be deductible in computing its taxable income subject to all other limitations under the Tax Act. In certain circumstances, a taxable dividend received by a Dissenting Resident Holder that is a corporation will be treated under the Tax Act as proceeds of disposition or a capital gain. Dissenting Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.
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A “private corporation” or a “subject corporation” (as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on any dividend that it is deemed to receive on DevvStream Common Shares to the extent that the dividend is deductible in computing the corporation’s taxable income.
A Dissenting Resident Holder who transfers DevvStream Common Shares to DevvStream for cancellation will also be considered to have disposed of their DevvStream Common Shares for proceeds of disposition equal to the amount paid to such Dissenting Resident Holder (other than any portion of the payment that is interest awarded by a court in connection with the Arrangement), less the amount of any deemed dividend arising on the transfer described above. The Dissenting Resident Holder will realize a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Dissenting Resident Holder’s DevvStream Common Shares. For a description of the tax treatment of capital gains or capital loss, see “Taxation of Capital Gains and Capital Losses” above.
A Dissenting Resident Holder will also be required to include in computing its income any interest awarded by a court in connection with the Redomestication.
Eligibility for Investment
Provided the XCF Global Common Shares are listed on a designated stock exchange (which, for purposes of the Tax Act, currently includes the Nasdaq), the XCF Global Common Shares will, immediately after the DevvStream Merger, be qualified investments under the Tax Act for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account, first home savings account (collectively, “Registered Plans”), or a deferred profit sharing plan.
Notwithstanding the foregoing, if the XCF Global Common Shares are a “prohibited investment” for a Registered Plan, the holder, subscriber or annuitant of the Registered Plan (the “Plan Holder”), as the case may be, will be subject to a penalty tax as set out in the Tax Act. XCF Global Common Shares will generally be a “prohibited investment” for a Registered Plan if the Plan Holder does not deal at arm’s length with XCF Global for purposes of the Tax Act or has a “significant interest” (as defined in the Tax Act) in XCF Global. In addition, the XCF Global Common Shares will generally not be a prohibited investment if such shares are “excluded property” as defined in the Tax Act for purposes of the prohibited investment rules.
Regarding the DevvStream Common Shares, the Domestication will not, in and of itself, cause those shares to cease to be a qualified investment under the Tax Act for trusts governed by Registered Plans.
Plan Holders are advised to consult their own tax advisors with respect to whether DevvStream Common Shares and XCF Global Common Shares are “prohibited investments” in their particular circumstances and the tax consequences of XCF Global Common Shares being acquired or held by a Registered Plan.
Tax Consequences to Shareholders Not Resident in Canada
This portion of the summary is generally applicable to a Holder who is a DevvStream shareholder and who, at all relevant times, for the purposes of the Tax Act and any applicable tax treaty or convention, is not, and is not deemed to be, resident in Canada and does not use or hold, and is not deemed to use or hold, DevvStream Common Shares in a business carried on in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to certain Non-Resident Holders that are insurers carrying on an insurance business in Canada and elsewhere or are “authorized foreign banks” (as defined in the Tax Act) and any such Non-Resident Holders should consult their own tax advisors.
Effect of the Domestication
Non-Resident Holders will not be considered to have disposed of their DevvStream Common Shares by reason only of the Domestication. Accordingly, the Domestication will not cause the Non-Resident Holder to realize a capital gain or loss on their DevvStream Common Shares and there will be no effect on the adjusted cost base of their DevvStream Common Shares.
After the Domestication, Non-Resident Holders will not be subject to Canadian withholding tax on dividends received from XCF Global.
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Effect of the DevvStream Merger
For a description of the tax consequences of the DevvStream Merger to Non-Resident Holders, see the first paragraph of “Certain Canadian Federal Income Tax Consequences — Tax Consequences to Shareholders Resident in Canada — Effect of the DevvStream Merger” above.
Dissenting Shareholders of Domestication
A Non-Resident Holder that properly exercises Dissent Rights in respect of its DevvStream Common Shares (a “Dissenting Non-Resident Holder”) will dispose of its DevvStream Common Shares to DevvStream and will be entitled to be paid the fair value of such DevvStream Common Shares. Although not free from doubt, such Dissenting Non-Resident Holder may be deemed to have received a dividend equal to the amount, if any, by which such payment (other than any portion of the payment that is interest awarded by a court in connection with the Arrangement) exceeds the “paid-up capital” of such DevvStream Common Shares for purposes of the Tax Act immediately before that time.
A dividend deemed to be received by a Dissenting Non-Resident Holder will be subject to Canadian withholding tax at a rate of 25% or such lower rate as may be substantiated under the terms of an applicable tax treaty. For example, a dividend deemed to be received by a Dissenting Non-Resident Holder that is a resident of the United States for purposes of the U.S. Treaty, is fully entitled to benefits under the U.S. Treaty and is the beneficial owner of such dividends will generally be subject to withholding tax at a treaty-reduced rate of 15% (or 5% if the beneficial owner of such dividends is a company that owns at least 10% of the DevvStream Common Shares). Dissenting Non-Resident Holders are urged to consult their own tax advisors to determine their entitlement, if any, to relief under an applicable tax treaty, if applicable.
A Dissenting Non-Resident Holder who transfers DevvStream Common Shares to DevvStream for cancellation will also be considered to have disposed of their DevvStream Common Shares for proceeds of disposition equal to the amount paid to such Non-Dissenting Resident Holder (other than any portion of the payment that is interest awarded by a court in connection with the Arrangement), less the amount of any deemed dividend arising on the transfer described above.
The Dissenting Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain unless the DevvStream Common Shares are “taxable Canadian property” to the Dissenting Non-Resident Holder at the time of the transfer and such gain is not exempt from tax under the Tax Act pursuant to the provisions of an applicable tax treaty (if any). Generally, provided that the DevvStream Common Shares are listed on a “designated stock exchange” (which currently includes CBOE Canada) at the time of disposition, the DevvStream Common Shares will not be taxable Canadian property of a Dissenting Non-Resident Holder at that time unless at any time during the 60-month period immediately preceding that time: (a) one or any combination of (i) the Dissenting Non-Resident Holder, (ii) persons with whom the Dissenting Non-Resident Holder did not deal at arm’s length for purposes of the Tax Act and (iii) a partnership in which the Dissenting Non-Resident Holder or such non-arm’s length person holds a membership interest directly or indirectly through one or more partnerships owned 25% or more of the issued DevvStream Common Shares or any other issued class of DevvStream’s shares; and (b) more than 50% of the fair market value of the DevvStream Common Shares was derived directly or indirectly from one or any combination of (i) real or immovable property situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property described in any of (i) to (iii), whether or not such property exists. In addition, the DevvStream Common Shares may be deemed to be taxable Canadian property of a Dissenting Non-Resident Holder in certain circumstances specified in the Tax Act.
In the event the DevvStream Common Shares are “taxable Canadian property” of a Dissenting Non-Resident Holder and the Dissenting Non-Resident Holder is not entitled to an exemption pursuant to the provisions of an applicable tax treaty (if any), any capital gain or capital loss realized by the Dissenting Non-Resident Holder will be treated in the same manner as described under the heading “Taxation of Capital Gains and Capital Losses” above.
Generally, a Dissenting Non-Resident Holder will not be subject to Canadian income or withholding tax under the Tax Act on any interest awarded by a court in connection with the Arrangement.
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THE XCF GLOBAL SPECIAL MEETING
General
This joint proxy statement/prospectus is being provided to XCF Global stockholders as part of a solicitation of proxies by the XCF Global Board for use at the XCF Global Special Meeting. This joint proxy statement/prospectus provides XCF Global stockholders with important information about the XCF Global Special Meeting and should be read carefully and in its entirety.
Date, Time and Place of the XCF Global Special Meeting
The XCF Global Special Meeting will be held virtually on , at , Eastern Time, via at .
Purposes of the XCF Global Special Meeting
The XCF Global Special Meeting is being held to consider and vote on the following proposals:
Proposal No. 1 — XCF Global Authorized Stock Increase Proposal: Proposal to increase the number of XCF Global Common Stock that XCF Global is authorized to issue from 500,000,000 to 1,700,000,000;
Proposal No. 2 — XCF Global Stock Issuance Proposal: Proposal to approve, in accordance with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of 19.99% or more of XCF Global’s issued and outstanding XCF Global Common Stock, constituting the stock consideration to be issued pursuant to the BCA;
Proposal No. 3 — XCF Global Director Election Proposal: Proposal to elect seven directors, effective as of the effective time (the “Effective Time”) of the Business Combination contemplated by the BCA, to serve on the board of directors of the post-closing company until their respective successors are duly elected and qualified or until such directors’ earlier death, resignation or removal;
Proposal No. 4 — XCF Global 2025 Equity Incentive Plan Increase Proposal: To approve the increase of the number of shares of XCF Global Common Stock reserved for issuance under the XCF Global 2025 Equity Incentive Plan from 14,557,181 to 80,000,000; and
Proposal No. 5 — XCF Global Adjournment Proposal: To vote on a proposal to authorize an adjournment of the XCF Global Special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the XCF Global Stock Issuance Proposal.
Recommendation of the XCF Global Board
The XCF Global Board has by unanimous vote (i) determined that the BCA, the Business Combination and the other transactions contemplated thereby, including the stock issuance pursuant to the BCA, are fair to XCF Global and its stockholders and in the best interests of and are advisable to, XCF Global and its stockholders, (ii) approved and declared advisable the execution, delivery and performance by XCF Global of the BCA and the consummation of the Business Combination contemplated thereby, including the stock issuance and (iii) resolved to recommend that the XCF Global stockholders approve the BCA and the consummation of the Business Combination contemplated thereby, including the stock issuance. The XCF Global Board unanimously recommends that XCF Global stockholders vote (i) “FOR” the XCF Global Authorized Stock Increase Proposal, (ii) “FOR” the XCF Global Stock Issuance Proposal, (iii) “FOR” the XCF Global Director Election Proposal, (iv) “FOR” the XCF Global 2025 Equity Incentive Plan Increase Proposal and (v) “FOR” the XCF Global Adjournment Proposal.
This joint proxy statement/prospectus contains important information regarding the proposals and factors that XCF Global stockholders should consider when deciding how to cast their votes. XCF Global stockholders are encouraged to read the entire document carefully, including the Annexes to this joint proxy statement/prospectus, for more detailed information regarding the BCA and transactions contemplated thereunder.
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Record Date
The record date for the determination of XCF Global stockholders entitled to notice of and to vote at the XCF Global Special Meeting is . Only XCF Global stockholders who held XCF Global Common Shares of record at the close of business on are entitled to vote at the XCF Global Special Meeting and any adjournment or postponement of the XCF Global Special Meeting. As of the record date, there were shares of XCF Global Common Shares issued and outstanding and entitled to vote. Each XCF Global Common Share held by a holder of record as of the record date has one vote on each matter to be considered at the XCF Global Special Meeting.
Quorum
A quorum of stockholders is necessary to hold a valid meeting. A quorum exists when at least one-third of the outstanding XCF Global Common Shares entitled to vote are represented, either in person or by proxy, at the XCF Global Special Meeting. As of the record date for the XCF Global Special Meeting, there were XCF Global Common Shares outstanding and entitled to vote. Accordingly, XCF Global Common Shares must be present online at the virtual meeting or represented by proxy for a quorum. Abstentions and Broker Non-Votes will be counted as present for purposes of determining the presence of a quorum.
If a quorum is not present or represented at the XCF Global Special Meeting, the chairman of the meeting or the stockholders holding a majority in voting power of the XCF Global Common Shares entitled to vote and present in person or represented by proxy have the power to adjourn the meeting from time to time without notice, other than an announcement at the meeting, until a quorum is present or represented. At any such reconvened meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally scheduled.
Broker Non-Votes
Persons who hold shares on the record date through a broker, bank, or other intermediary (referred to hereafter as “brokers” for ease of reference) are considered beneficial owners and the shares are referred to as held in “street name”. Brokers holding shares in “street name” must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion. However, brokers holding shares in “street name” for their beneficial owners are prohibited from voting on behalf of the clients on certain matters unless the brokers have received specific voting instructions from those clients.
Shares held in “street name” by brokers who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter, will not be counted as votes in favor or against such matter and will also not be counted as votes cast on such matter.
Votes cast by proxy by mail will be tabulated by the inspector of election appointed for the meeting, who will also determine whether a quorum is present.
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
Vote Required
Approval of each of the XCF Global Authorized Stock Increase Proposal, XCF Global Stock Issuance Proposal, XCF Global 2025 Equity Incentive Plan Increase Proposal and the XCF Global Adjournment Proposal requires the affirmative vote of a majority of the votes cast by all stockholders present in person or represented by proxy at the XCF Global Special Meeting and entitled to vote thereon. Approval of the XCF Global Director Election Proposal requires a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Business Combination cannot be completed without the approval of the XCF Global Stock Issuance Proposal and the XCF Global Director Election Proposal.
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Voting of Management
On the record date, XCF Global’s officers and directors owned and were entitled to vote XCF Global Common Shares, representing approximately % of the outstanding XCF Global Common Shares on the record date.
Voting of Proxies
XCF Global encourages XCF Global stockholders to vote their shares, either by voting virtually at the XCF Global Special Meeting or by voting by proxy, which means that XCF Global stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with the XCF Global stockholder’s instructions. If XCF Global stockholders execute a proxy without specifying their voting instructions, such XCF Global stockholders’ shares will be voted in accordance with the XCF Global Board’s recommendation. If any other business is brought before the XCF Global Special Meeting, XCF Global stockholders’ shares will be voted at the XCF Global Board’s discretion unless XCF Global stockholders specifically state otherwise on their proxies.
XCF Global stockholders may revoke a proxy at any time before it is exercised by notifying XCF Global’s Secretary in writing, by submitting a properly executed, later-dated proxy or by voting virtually at the XCF Global Special Meeting. Any XCF Global stockholder entitled to vote at the XCF Global Special Meeting may attend the XCF Global Special Meeting and vote, whether or not such XCF Global stockholder has previously voted his or her shares via proxy or wishes to change a previous vote.
A XCF Global stockholder may vote virtually at the XCF Global Special Meeting or by proxy in accordance with the instructions provided herein. A XCF Global stockholder may also authorize a proxy by telephone or through the internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.
You may vote by internet, telephone or mail by following the directions and indicating your instructions on the enclosed proxy card and if by mail, by dating and signing the proxy card and promptly returning the proxy card in the envelope provided, which requires no postage if mailed in the United States.
Please allow sufficient time for your proxy card to be received on or prior to , Eastern Time, on .
Revocability of Proxies
Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the XCF Global Special Meeting, by attending the XCF Global Special Meeting and voting virtually or by a notice, provided in writing and signed by the XCF Global stockholder, delivered to XCF Global’s Secretary on any business day before the date of the XCF Global Special Meeting.
Solicitation of Proxies
The cost of preparing, emailing, assembling and mailing this joint proxy statement/prospectus and the form of proxy with respect to the XCF Global Special Meeting will be borne by XCF Global. Directors, officers and employees of XCF Global may also solicit proxies personally or by mail, telephone or electronic means. No compensation will be paid for such solicitations. In addition, XCF Global will bear the reasonable expenses of brokerage houses and other custodians, nominees and fiduciaries who, at its request, may send proxies and proxy solicitation material to their clients and principals. XCF Global may also engage a third-party vendor to solicit proxies from brokerage firms, banks, institutional and individual holders of shares; XCF Global will bear the cost of such solicitation. XCF Global intends to use the services of Sodali & Co to aid in the distribution and collection of proxy votes for an estimated fee of $ , plus reasonable out-of-pocket expenses.
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Appraisal Rights
Under the DGCL, holders of XCF Global Common Shares are not entitled to appraisal or dissenters’ rights in connection with the XCF Global Authorized Stock Increase Proposal, XCF Global Stock Issuance Proposal, XCF Global Director Election Proposal, XCF Global 2025 Equity Incentive Plan Increase Proposal the XCF Global Adjournment Proposal. The Business Combination is being effected through the merger of wholly-owned subsidiaries of XCF Global with and into DevvStream and Southern Energy, respectively, and not through a merger of XCF Global itself, and the issuance of XCF Global Common Shares to be approved at the XCF Global Special Meeting does not give rise to statutory appraisal rights under Delaware law.
Other Matters
As this is a special meeting, no additional business may be conducted beyond items listed in the Notice of Special Meeting of Shareholders. If, however, any other matters, including adjournments, are properly brought before the XCF Global Special Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their discretion.
Questions and Additional Information
If you have any questions concerning the proposals presented at the XCF Global Special Meeting, the Business Combination or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need help voting your XCF Global Common Shares, please contact XCF Global’s proxy solicitor:
Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Stockholders and All Others Call Toll Free: (800) 662-5200
Banks and Brokers Call: (203) 658-9400
Email: DEVS@investor.sodali.com
XCF GLOBAL STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE BCA AND THE BUSINESS COMBINATION. IN PARTICULAR, XCF GLOBAL STOCKHOLDERS ARE DIRECTED TO THE BCA WHICH IS ATTACHED HERETO AS ANNEX A.
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PROPOSAL NO. 1 — THE XCF GLOBAL AUTHORIZED STOCK INCREASE PROPOSAL
XCF Global stockholders are being asked to consider and vote upon a proposal to increase the number of shares of XCF Global Common Stock that XCF Global is authorized to issue from 500,000,000 to 1,700,000,000.
Vote Required
Approval of the XCF Global Authorized Stock Increase Proposal requires the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding XCF Global Common Shares, voting together as a single class. Abstentions and broker non-votes (if any) will have will have the same effect as votes “AGAINST” the XCF Global Authorized Stock Increase Proposal.
Recommendation of the XCF Global Board
The XCF Global Board unanimously recommends that XCF Global stockholders vote “FOR” the XCF Global Authorized Stock Increase Proposal.
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PROPOSAL NO. 2 — THE XCF GLOBAL STOCK ISSUANCE PROPOSAL
XCF Global stockholders are being asked to consider and vote upon a proposal to approve, in accordance with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of 19.99% or more of issued and outstanding shares of XCF Global Common Stock, constituting the stock consideration to be issued pursuant to the BCA to the shareholders of DevvStream and Southern Energy in connection with the Business Combination (the “XCF Global Stock Issuance Proposal”). A copy of the BCA is attached to this joint proxy statement/prospectus as Annex A. XCF Global stockholders are urged to read the BCA in its entirety. A summary of the BCA is set forth in the section entitled “The Business Combination” beginning on page 77 of this joint proxy statement/prospectus.
Vote Required
Approval of the XCF Global Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of XCF Global Common Shares present in person or represented by proxy at the XCF Global Special Meeting and entitled to vote thereon. Abstentions and broker non-votes (if any) will have no effect on the outcome of the XCF Global Stock Issuance Proposal. Approval of the XCF Global Stock Issuance Proposal is a condition to the consummation of the Business Combination. If the XCF Global Stock Issuance Proposal is not approved, the Business Combination will not be consummated.
Recommendation of the XCF Global Board
The XCF Global Board unanimously recommends that XCF Global stockholders vote “FOR” the XCF Global Stock Issuance Proposal.
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PROPOSAL NO. 3 — THE XCF GLOBAL DIRECTOR ELECTION PROPOSAL
XCF Global stockholders are being asked to consider and vote upon a proposal to elect seven directors, effective as of the Effective Time of the Business Combination contemplated by the BCA, to serve on the board of directors of the post-closing company until their respective successors are duly elected and qualified or until such directors’ earlier death, resignation or removal.
Pursuant to the BCA, following the closing of the Business Combination, the XCF post-closing board will consist of seven (7) directors (the “Post-Closing Company Board”), including: (A) four (4) directors who shall be designated by the Company prior to the Closing (one of whom shall be the Chief Executive Officer of the Company, Christopher Cooper), (B) two (2) directors designated by Southern Energy (Chad J. Langley and John Wharton), and (C) one (1) director who shall be designated by DevvStream prior to the Closing.
At the XCF Global Special Meeting, it is proposed that the post-closing board of directors of XCF Global will consist of the following directors:
1) Christopher Cooper
2) Chad J. Langley
3) John Wharton
4)
5)
6)
7)
For additional information, please see the section titled “Information About XCF Global Upon Completion of the Business Combination — Directors and Executive Officers of XCF Global upon the Completion of the Business Combination” beginning on page 298 of this joint proxy statement/prospectus.
Vote Required
Approval of the XCF Global Director Election Proposal requires the affirmative vote of a plurality of the votes cast by holders of XCF Global Common Shares present in person or represented by proxy at the XCF Global Special Meeting and entitled to vote thereon. Abstentions and broker non-votes (if any) will have no effect on the outcome of the XCF Global Director Election Proposal.
Recommendation of the XCF Global Board
The XCF Global Board unanimously recommends that XCF Global stockholders vote “FOR” the XCF Global Director Election Proposal.
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PROPOSAL NO. 4 — THE XCF GLOBAL 2025 EQUITY INCENTIVE PLAN INCREASE PROPOSAL
XCF Global stockholders are being asked to consider and vote upon a proposal to increase the number of shares of XCF Global Common Stock reserved for issuance under the 2025 Equity Incentive Plan from 14,557,181 to 80,000,000.
Vote Required
Approval of the XCF Global 2025 Equity Incentive Plan Increase Proposal requires the affirmative vote of a majority of the votes cast by holders of XCF Global Common Shares present in person or represented by proxy at the XCF Global Special Meeting and entitled to vote thereon. Abstentions and broker non-votes (if any) will have no effect on the outcome of the XCF Global 2025 Equity Incentive Plan Increase Proposal.
Recommendation of the XCF Global Board
The XCF Global Board unanimously recommends that XCF Global stockholders vote “FOR” the XCF Global 2025 Equity Incentive Plan Increase Proposal.
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PROPOSAL NO. 5 — THE XCF GLOBAL ADJOURNMENT PROPOSAL
XCF Global stockholders are being asked to authorize an adjournment of the XCF Global Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the XCF Global Stock Issuance Proposal.
If the XCF Global Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve the XCF Global Authorized Stock Increase Proposal, XCF Global’s stockholders may move to adjourn the Global Special Meeting at that time in order to enable XCF’s board of directors to solicit additional proxies in favor of the proposal. Among other things, approval of this proposal could mean that, even if XCF Global had received proxies representing a sufficient number of votes to defeat the XCF Global Stock Issuance Proposal, XCF Global could adjourn the Special Meeting without a vote on such proposal and seek to convince stockholders to change their votes in favor of such proposal.
If it is necessary or appropriate to adjourn the Special Meeting, no notice of the adjourned meeting is required to be given to XCF Global stockholders, other than an announcement at the Global Special Meeting of the time and place to which the Global Special Meeting is adjourned, so long as the meeting is adjourned for 30 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, XCF Global may transact any business which might have been transacted at the original meeting.
Vote Required
Approval of the XCF Global Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of XCF Global Common Shares present in person or represented by proxy at the XCF Global Special Meeting and entitled to vote thereon. Abstentions and broker non-votes (if any) will have no effect on the outcome of the XCF Global Adjournment Proposal.
Recommendation of the XCF Global Board
The XCF Global Board unanimously recommends that XCF Global stockholders vote “FOR” the XCF Global Adjournment Proposal
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THE DEVVSTREAM SPECIAL MEETING
General
This joint proxy statement/prospectus is being provided to DevvStream shareholders as part of a solicitation of proxies by the DevvStream Board for use at the DevvStream Special Meeting. This joint proxy statement/prospectus provides DevvStream shareholders with important information about the DevvStream Special Meeting and should be read carefully and in its entirety.
Date, Time and Place of the DevvStream Special Meeting
The DevvStream Special Meeting will be held virtually on , at , Easter Time, via webcast at .
Purposes of the DevvStream Special Meeting
The DevvStream Special Meeting is being held to consider and vote on the following Proposals:
• Proposal No. 1 — The DevvStream Merger Proposal: a proposal to adopt and approve the BCA, the DevvStream Merger and other transactions contemplated thereby;
• Proposal No. 2 — The DevvStream Domestication Proposal: a proposal to approve the Domestication; and
• Proposal No. 3 — The DevvStream Adjournment Proposal: a proposal to adjourn the DevvStream Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for or otherwise in connection with, the approval of one or more proposals at the DevvStream Special Meeting.
Each of the DevvStream Merger Proposal and the DevvStream Domestication Proposal is cross-conditioned on the approval of the other. The DevvStream Adjournment Proposal is not conditioned on the approval of any other proposal. The DevvStream Board does not expect to transact any other business at the DevvStream Special Meeting, except such business as may be properly brought before the DevvStream Special Meeting or any adjournment thereof by or at the direction of the DevvStream Board in accordance with the by-laws of DevvStream.
Only shareholders of record on the books of DevvStream at the close of business on , 2026 will be entitled to vote at the DevvStream Special Meeting or any adjournment or postponement thereof. If a new record date is set, you will be entitled to vote at the DevvStream Special Meeting if you hold DevvStream common shares as of such new record date.
Recommendation of the Special Committee to the DevvStream Board
THE SPECIAL COMMITTEE TO THE DEVVSTREAM BOARD UNANIMOUSLY RECOMMENDS THAT DEVVSTREAM SHAREHOLDERS VOTE “FOR” THE DEVVSTREAM MERGER PROPOSAL, “FOR” THE DEVVSTREAM DOMESTICATION PROPOSAL AND “FOR” THE DEVVSTREAM ADJOURNMENT PROPOSAL.
This joint proxy statement/prospectus contains important information regarding the proposals and factors that DevvStream shareholders should consider when deciding how to cast their votes. DevvStream shareholders are encouraged to read the entire document carefully, including the Annexes to this joint proxy statement/prospectus, for more detailed information regarding the BCA and transactions contemplated thereunder.
Record Date
The record date for the determination of DevvStream shareholders entitled to notice of and to vote at the DevvStream Special Meeting is . Only DevvStream shareholders who held DevvStream common shares of record at the close of business on are entitled to vote at the DevvStream Special Meeting and any adjournment or postponement of the DevvStream Special Meeting. As of the DevvStream Record Date, there were DevvStream common shares issued and outstanding and entitled to vote. Each share of common stock held by a holder of record as of the record date has one vote on each matter to be considered at the DevvStream Special Meeting.
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Quorum
A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if shareholders holding no less than one-third of the votes entitled to be cast at the DevvStream Special Meeting are present online or represented by proxy, irrespective of the number of persons actually present at the DevvStream Special Meeting. On the record date, there were shares outstanding and entitled to vote. Thus, the holders of shares must be present online at the virtual meeting or represented by proxy at the meeting to have a quorum.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the shareholders present online at the meeting at the virtual meeting or represented by proxy may adjourn the Special Meeting to another date but may not transact any other business.
Broker Non-Votes and Abstentions
Persons who hold shares on the record date through a broker, bank, or other intermediary (referred to hereafter as “brokers” for ease of reference) are considered beneficial owners and the shares are referred to as held in “street name”. Brokers holding shares in “street name” must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion. However, brokers holding shares in “street name” for their beneficial owners are prohibited from voting on behalf of the clients on certain matters unless the brokers have received specific voting instructions from those clients.
Shares held in “street name” by brokers who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter, will not be counted as votes in favor or against such matter and will also not be counted as votes cast on such matter.
Votes cast by proxy by mail will be tabulated by the inspector of election appointed for the meeting, who will also determine whether a quorum is present.
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
Vote Required
At the DevvStream Special Meeting, DevvStream shareholders will be asked to vote on the DevvStream Merger Proposal, the DevvStream Domestication Proposal and the DevvStream Adjournment Proposal.
The DevvStream Merger Proposal will be considered to be approved if it receives “For” votes from the holders of a majority of the outstanding Common Shares of DevvStream entitled to vote in person or by proxy. Abstentions will be counted towards the vote total and will have the same effect as “Against” votes. Broker non-votes (if any) will have no effect on the outcome of the DevvStream Merger Proposal. The DevvStream Merger Proposal is a non-routine matter for DevvStream and so no broker non-votes are expected.
The DevvStream Domestication Proposal will be considered to be approved if it receives “For” votes from the holders of not less than two thirds of the votes cast by the DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy. Abstentions, which are not considered votes cast, and broker non-votes (if any) will have no effect on the outcome of the DevvStream Domestication Proposal. The DevvStream Domestication Proposal is a non-routine matter for DevvStream and so no broker non-votes are expected.
The DevvStream Adjournment Proposal, if necessary, will be considered to be approved if it receives “For” votes from the holders of a majority of the votes cast by DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy. Abstentions, which are not considered votes cast, and broker non-votes (if any) will have no effect on the outcome of the DevvStream Adjournment Proposal. The DevvStream Adjournment Proposal is a non-routine matter for DevvStream and so no broker non-votes are expected.
Voting of Management
On the record date, DevvStream’s officers and directors owned and were entitled to vote DevvStream common shares, representing approximately % of the outstanding DevvStream common shares on the record date.
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Voting of Proxies
DevvStream encourages DevvStream shareholders to vote their shares, either by voting virtually at the DevvStream Special Meeting or by voting by proxy, which means that DevvStream shareholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with the DevvStream shareholder’s instructions. If DevvStream shareholders execute a proxy without specifying their voting instructions, such DevvStream shareholders’ shares will be voted in accordance with the Special Committee to the DevvStream Board’s recommendation. If any other business is brought before the DevvStream Special Meeting, DevvStream shareholders’ shares will be voted at the Special Committee to the DevvStream Board’s discretion unless DevvStream shareholders specifically state otherwise on their proxies.
DevvStream shareholders may revoke a proxy at any time before it is exercised by notifying DevvStream’s Secretary in writing, by submitting a properly executed, later-dated proxy or by voting virtually at the DevvStream Special Meeting. Any DevvStream shareholder entitled to vote at the DevvStream Special Meeting may attend the DevvStream Special Meeting and vote virtually, whether or not such DevvStream shareholder has previously voted his or her shares via proxy or wishes to change a previous vote.
A DevvStream shareholder may vote virtually at the DevvStream Special Meeting or by proxy in accordance with the instructions provided below. A DevvStream shareholder may also authorize a proxy by telephone or through the internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.
You may vote by internet, telephone or mail by following the directions and indicating your instructions on the enclosed proxy card and if by mail, by dating and signing the proxy card and promptly returning the proxy card in the envelope provided, which requires no postage if mailed in the United States.
Please allow sufficient time for your proxy card to be received on or prior to , Eastern Time, on .
Revocability of Proxies
Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the DevvStream Special Meeting, by attending the DevvStream Special Meeting and voting virtually or by a notice, provided in writing and signed by the DevvStream shareholder, delivered to DevvStream’s Secretary on any business day before the date of the DevvStream Special Meeting.
Solicitation of Proxies
DevvStream will bear the cost of the solicitation related to the Proposals, including any costs directly associated with preparing, filing, printing and mailing this joint proxy statement/prospectus and the accompanying Notice of Special Meeting of Shareholders and proxy card to DevvStream shareholders. DevvStream intends to use the services of Sodali & Co to aid in the distribution and collection of proxy votes for an estimated fee of $ , plus reasonable out-of-pocket expenses. No additional compensation will be paid to directors, officers or employees for such services.
Dissent Rights
DevvStream shareholders have the right to dissent from the Domestication and, if they follow the procedures specified in the ABCA, to be paid the fair value of their shares in accordance with Section 191 of the ABCA.
If a DevvStream shareholder wishes to dissent and does so in compliance with Section 191 of the ABCA, and DevvStream proceeds with the Domestication, such DevvStream shareholder will be entitled to be paid the fair value of the common shares held. Fair value is determined as of the close of business on the day before the Domestication is approved by the DevvStream shareholders. If a DevvStream shareholder wishes to dissent, such shareholder must send written objection to the Domestication to DevvStream at or before the DevvStream Special Meeting. If a DevvStream
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shareholder votes in favor of the Domestication, such shareholder loses its rights to dissent. If a DevvStream shareholder does not vote or votes against the Domestication, such shareholder preserves their dissent rights to the extent they comply with Section 191 of the ABCA.
However, it is not sufficient to vote against the Domestication or to refrain from voting. A DevvStream shareholder that wishes to dissent must also provide a separate dissent notice at or before the DevvStream Special Meeting. If a DevvStream shareholder grants a proxy and intends to dissent, the proxy must instruct the proxy holder to vote against the Domestication in order to prevent the proxy holder from voting such shares in favor of the Domestication and thereby voiding the right to dissent. Under the ABCA, DevvStream shareholders have no right of partial dissent. Accordingly, a DevvStream shareholder may dissent only as to all of the DevvStream common shares held.
In addition, the BCA contains a closing condition that, if legally available, dissent rights have not been exercised with respect to more than 3% of the issued and outstanding XCF Global Common Shares or DevvStream common shares. The exercise of dissent rights above this threshold could result in the failure of a condition to closing and entitle the parties to elect not to consummate the Business Combination.
See “The Business Combination — XCF Global Stockholder and DevvStream Shareholder Appraisal and Dissenters’ Rights — Dissenting Rights of DevvStream Shareholders” beginning on page 117 of this joint proxy statement/prospectus.
Other Matters
As this is a special meeting, no additional business may be conducted beyond items listed in the Notice of Special Meeting of Shareholders. If, however, any other matters, including adjournments, are properly brought before the DevvStream Special Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their discretion.
Questions and Additional Information
If you have any questions concerning the proposals presented at the DevvStream Special Meeting, the Business Combination or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your DevvStream common shares, please contact DevvStream’s proxy solicitor:
Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Stockholders and All Others Call Toll Free: (800) 662-5200
Banks and Brokers Call: (203) 658-9400
Email: DEVS@investor.sodali.com
DEVVSTREAM SHAREHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE BCA AND THE BUSINESS COMBINATION. IN PARTICULAR, DEVVSTREAM SHAREHOLDERS ARE DIRECTED TO THE BCA WHICH IS ATTACHED HERETO AS ANNEX A.
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PROPOSAL NO. 1 — THE DEVVSTREAM MERGER PROPOSAL
XCF Global stockholders are being asked to consider and vote upon a proposal to adopt and approve the BCA, the DevvStream Merger and other transactions contemplated thereby (the “DevvStream Merger Proposal”). For a summary and detailed information regarding the DevvStream Merger. A summary of the BCA is set forth in the section entitled “The Business Combination” beginning on page 77 of this joint proxy statement/prospectus. A copy of the BCA is attached to this joint proxy statement/prospectus as Annex A. XCF Global stockholders are urged to read the BCA in its entirety.
Tax Consequences of the Merger
For a discussion of the consequences of the transactions contemplated by the BCA, see the section entitled “CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES” And “CERTAIN CANADIAN FEDERAL TAX CONSEQUENCES.”
Vote Required
The DevvStream Merger Proposal will be considered to be approved if it receives “For” votes from the holders of a majority of the outstanding Common Shares of DevvStream entitled to vote in person or by proxy. Abstentions will be counted towards the vote total and will have the same effect as “Against” votes. Broker non-votes (if any) will have no effect on the outcome of the DevvStream Merger Proposal. The DevvStream Merger Proposal is a non-routine matter for DevvStream and so no broker non-votes are expected. Proxies received will be voted “FOR” the DevvStream Merger Proposal, unless a DevvStream shareholder designates otherwise. The DevvStream Merger Proposal is cross-conditioned on the DevvStream Domestication Proposal; if the DevvStream Merger Proposal is approved by DevvStream Shareholders at the DevvStream Special Meeting, but the DevvStream Shareholders do not approve the DevvStream Domestication Proposal, the DevvStream Board will not pursue the Merger. The Board of Directors has not considered any alternative action if the Merger is not approved or if it decides to abandon the Merger. If the DevvStream Merger Proposal is not approved, the Business Combination will not be consummated.
Recommendation of the Special Committee to the DevvStream Board
The Special Committee to the DevvStream Board unanimously recommends that DevvStream shareholders vote “FOR” the DevvStream Merger Proposal.
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PROPOSAL NO. 2 — THE DEVVSTREAM DOMESTICATION PROPOSAL
DevvStream’s Board is proposing to change DevvStream’s jurisdiction of incorporation from the Province of Alberta in Canada to the State of Delaware in the United States through a transaction called a “continuance” under Section 189 of the ABCA and a “domestication” under Section 388 of the DGCL. Under the DGCL, a corporation becomes domesticated in the State of Delaware by filing a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware.
The domesticated corporation, which will be called DevvStream Corp., will become subject to the DGCL on the date of its domestication, but will be deemed for the purposes of the DGCL to have commenced its existence in Delaware on the date it originally commenced existence in Canada. The domestication of DevvStream into Delaware shall not affect any obligations or liabilities of the DevvStream incurred prior to its domestication as a corporation in Delaware.
Pursuant to Section 388(h) of the DGCL, prior to the time a certificate of corporate domestication becomes effective, the domestication shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-United States law, as appropriate, and the certificate of incorporation shall be approved by the same authorization required to approve the domestication. Accordingly, approval of the DevvStream Domestication Proposal will be governed by the ABCA. In accordance with Section 189(3) of the ABCA, each share of DevvStream carries the right to vote in respect of the domestication whether or not it otherwise carries the right to vote. As of the date hereof, DevvStream has no outstanding shares other than the DevvStream common shares. Accordingly, the DevvStream Domestication Proposal will be considered to be approved, in accordance with the ABCA, if it receives “For” votes from holders of not less than two thirds of the votes cast by the DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy.
The Special Committee to the DevvStream Board has unanimously approved the domestication, believes it to be in DevvStream’s best interests, and unanimously recommends its approval by DevvStream Shareholders and the DevvStream Special Meeting.
The DevvStream Board has determined to pursue the domestication for a number of reasons, including to satisfy a closing condition to the BCA. Additionally, the domestication is intended to enhance shareholder value of the combined company over the long-term by, among other things, simplifying the combined company’s corporate structure. In addition, DevvStream’s corporate offices and operations are located in the United States and a large percentage of its shareholders are located there.
DevvStream chose the State of Delaware to be its domicile principally because the DGCL expressly accommodates continuances under the ABCA, and also because of the comprehensive body of case law interpreting the DGCL that has evolved over the years, including case law interpreting the duties and obligations of directors and officers.
The domestication will change the corporate laws that apply to DevvStream’s shareholders from the laws of the Province of Alberta, and the laws of Canada applicable therein, to the laws of the State of Delaware. There are material differences between the ABCA and the DGCL. Shareholders may have more or fewer rights under Delaware law depending on the specific set of circumstances.
DevvStream plans to complete the proposed domestication as soon as possible following approval by its shareholders. The domestication will be effective on the date set forth in the certificate of corporate domestication and certificate of incorporation, as filed with the Secretary of State of the State of Delaware. Thereafter, DevvStream will be subject to the certificate of incorporation filed in Delaware. DevvStream will be discontinued in Alberta as of the date shown on the certificate of discontinuance issued from the Alberta Registrar of Corporations, which is expected to be the same date as the date of the filing of the certificate of corporate domestication and certificate of incorporation in Delaware. However, the DevvStream Board of Directors may decide to delay the domestication or not to proceed with the domestication after receiving approval from the DevvStream shareholders if it determines that the domestication is no longer advisable. The DevvStream Domestication Proposal is cross-conditioned on the DevvStream Merger Proposal; if the DevvStream Domestication Proposal is approved by DevvStream Shareholders at the DevvStream Special Meeting, but the DevvStream Shareholders do not approve the DevvStream Merger Proposal, the DevvStream Board will not pursue the domestication. The Board of Directors has not considered any alternative action if the domestication is not approved or if it decides to abandon the domestication.
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The domestication will not interrupt DevvStream’s corporate existence, its operations, its outstanding agreements and obligations, or the trading market of its common shares. Upon consummation of the domestication, (i) the property of DevvStream Corp. (the Alberta corporation) will continue to be the property of DevvStream Corp. (the Delaware corporation); (ii) DevvStream Corp. (the Delaware corporation) will continue to be liable for the obligations of DevvStream Corp. (the Alberta corporation); (iii) any existing cause of action, claim or liability to prosecution in respect of DevvStream Corp. (the Alberta corporation) shall be unaffected; (iv) any civil, criminal or administrative action or proceeding pending by or against DevvStream Corp. (the Alberta corporation) may be continued to be prosecuted by or against DevvStream Corp. (the Delaware corporation); and (v) any conviction against, or ruling, order or judgment in favor of or against DevvStream Corp. (the Alberta corporation) may be enforced by or against DevvStream Corp (the Delaware corporation). Each outstanding common share at the time of the domestication will remain issued and outstanding as a share of common stock of DevvStream after its corporate existence is continued from the Province of Alberta in Canada under the ABCA and domesticated in the State of Delaware in the United States under the DGCL. Immediately following the completion of the domestication and prior to the closing of the merger contemplated by the BCA, it is expected that DevvStream’s common stock will continue to be listed on the Nasdaq under the trading symbol “DEVS”.
Regulatory and Other Approvals
The continuance is subject to the authorization of the Alberta Registrar of Corporations. The Alberta Registrar of Corporations is empowered to authorize the continuance if, among other things, Alberta Registrar of Corporations is satisfied that the continuance will not adversely affect our creditors or Shareholders.
Tax Consequences of the Domestication and Merger
For a discussion of the consequences of the transactions contemplated by the BCA, see the section entitled “CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES” and “CERTAIN CANADIAN FEDERAL TAX CONSEQUENCES.”
Accounting Treatment of the Domestication
DevvStream’s domestication as a Delaware corporation represents a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at carrying value. Accordingly, the assets and liabilities of DevvStream will be reflected at their carrying value to us. Any of our shares that we acquire from dissenting shareholders will be treated as an acquisition of treasury stock at the amount paid for the shares.
Dissenting Rights of Shareholders
If a DevvStream shareholder wishes to dissent and does so in compliance with Section 191 of the ABCA, and DevvStream proceeds with the Domestication, such DevvStream shareholder will be entitled to be paid the fair value of the common shares held. Fair value is determined as of the close of business on the day before the Domestication is approved by the DevvStream shareholders. If a DevvStream shareholder wishes to dissent, such shareholder must send written objection to the Domestication to DevvStream at or before the DevvStream Special Meeting. If a DevvStream shareholder votes in favor of the Domestication, such shareholder loses its rights to dissent. If a DevvStream shareholder does not vote or votes against the Domestication, such shareholder preserves their dissent rights to the extent they comply with Section 191 of the ABCA.
However, it is not sufficient to vote against the Domestication or to refrain from voting. A DevvStream shareholder that wishes to dissent must also provide a separate dissent notice at or before the DevvStream Special Meeting. If a DevvStream shareholder grants a proxy and intends to dissent, the proxy must instruct the proxy holder to vote against the Domestication in order to prevent the proxy holder from voting such shares in favor of the Domestication and thereby voiding the right to dissent. Under the ABCA, DevvStream shareholders have no right of partial dissent. Accordingly, a DevvStream shareholder may dissent only as to all of the DevvStream common shares held. For additional information, please see the section titled “Dissenting Rights of DevvStream Shareholders” beginning on page 117 of this joint proxy statement/prospectus and Section 191 of the ABCA, the full text of which is attached as Annex G to this joint proxy statement/prospectus.
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Comparison of Shareholder Rights
Upon completion of the domestication, the DevvStream Shareholders will be holders of common stock of DevvStream Corp., a Delaware corporation, and their rights will be governed by the DGCL as well as DevvStream Corp.’s certificate of incorporation and bylaws. Shareholders should be aware that the rights they currently have under the ABCA may, with respect to certain matters, be different than the rights they will have as stockholders of XCF under the DGCL. For example, under the ABCA, a company has the authority to issue an unlimited number of shares if its articles of incorporation provide for such whereas, under the DGCL, a Delaware corporation may only issue the number of shares that is authorized by its certificate of incorporation and stockholder approval must be obtained to amend the certificate of incorporation to authorize the issuance of additional shares. We refer you to the section titled “Comparison of Rights of DevvStream Shareholders and XCF Global Stockholders” for a more detailed description of the material differences between the rights of Canadian shareholders and Delaware stockholders.
Vote Required
The DevvStream Domestication Proposal will be considered to be approved if it receives “For” votes from holders of not less than two thirds of the votes cast by the DevvStream shareholders present at the DevvStream Special Meeting in person or by proxy. Abstentions and broker non-votes (if any) will have no effect on the outcome of the DevvStream Domestication Proposal. The DevvStream Domestication Proposal is a non-routine matter for DevvStream and so no broker non-votes are expected. Proxies received will be voted “FOR” the DevvStream Domestication Proposal, unless a DevvStream shareholder designates otherwise. The DevvStream Domestication Proposal is cross-conditioned on the DevvStream Merger Proposal; if the DevvStream Domestication Proposal is approved by DevvStream Shareholders at the DevvStream Special Meeting, but the DevvStream Shareholders do not approve the DevvStream Merger Proposal, the DevvStream Board will not pursue the domestication. The Board of Directors has not considered any alternative action if the domestication is not approved or if it decides to abandon the domestication. If the DevvStream Domestication Proposal is not approved, the Business Combination will not be consummated.
Recommendation of the Special Committee to the DevvStream Board
The DevvStream Board unanimously recommends that DevvStream shareholders vote “FOR” the DevvStream Domestication Proposal.
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PROPOSAL NO. 3 — THE DEVVSTREAM ADJOURNMENT PROPOSAL
The DevvStream Special Meeting may be adjourned to another time and place if necessary or appropriate to permit the solicitation of additional proxies if there are insufficient votes at the time of the DevvStream Special Meeting to approve one or more of the Proposals.
DevvStream is asking DevvStream shareholders to authorize the holder of any proxy solicited by the DevvStream Board to vote in favor of any adjournment of the DevvStream Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the DevvStream Special Meeting to approve one or more Proposals.
Vote Required
Approval of the DevvStream Adjournment Proposal requires the affirmative vote of a majority of DevvStream common shares present in person or represented by proxy at the DevvStream Special Meeting and entitled to vote. Abstentions, which are not considered votes cast, and broker non-votes (if any) will have no effect on the outcome of the DevvStream Adjournment Proposal. The DevvStream Adjournment Proposal is a non-routine matter for DevvStream and so no broker non-votes are expected. Proxies received will be voted “FOR” the DevvStream Adjournment Proposal, unless a DevvStream shareholder designates otherwise.
The vote on the DevvStream Adjournment Proposal is separate and apart from the vote on any other proposals presented at the DevvStream Special Meeting. Accordingly, you may vote to approve the DevvStream Merger Proposal and/or the DevvStream Domestication Proposal and vote not to approve the DevvStream Adjournment Proposal and vice versa.
Recommendation of the Special Committee to the DevvStream Board
The Special Committee to the DevvStream Board has unanimously recommended that DevvStream shareholders vote “FOR” the DevvStream Adjournment Proposal.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
XCF Global is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Proposed Transaction, other events contemplated by the Term Sheet, and other transactions described below.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“Article 11 of Regulation S-X”). The unaudited pro forma condensed combined financial information presents the pro forma effects of the Proposed Transaction and other related transactions, including XCF Global’s probable acquisition of Southern Energy and DevvStream.
Basis of Presentation
The results set forth in the unaudited pro forma condensed combined financial information include Transaction Accounting Adjustments that give effect to events that are directly attributable to the Transactions described below.
The acquisition of Southern Energy is intended to be accounted for as an asset acquisition, with no goodwill recorded, in accordance with GAAP as the acquired set of activities and assets did not meet the definition of a business under applicable accounting guidance. Under this method of accounting, Southern Energy is intended to be treated as a group of assets being acquired by XCF Global for financial reporting purposes. Accordingly, for accounting purposes, the acquisition of Southern Energy is intended to be treated as XCF Global issuing shares for the net assets of Southern Energy, with the consideration being allocated to the acquired assets based on their relative fair values.
The acquisition of DevvStream is intended to be accounted for as a business combination, in accordance with GAAP. Under this method of accounting, the fair value of consideration given up will be allocated in the books of XCF Global to net assets of DevvStream based on their respective fair value on acquisition date, with any residual or shortfall being recognized as goodwill or gain on bargain purchase, respectively, for financial reporting purposes.
We determined that XCF Global is the predecessor entity as the former stockholders of XCF Global will retain a controlling financial interest of 66.67% in XCF Global. The former owners of Southern Energy will receive approximately 23.33% of outstanding shares in XCF Global following the Proposed Transaction. The former owners of DevvStream will receive approximately 10.00% of outstanding shares in XCF Global following the Proposed Transaction. This acquisition of Southern Energy and DevvStream will not result in a change in control of XCF Global and does not affect the determination of the predecessor entity.
The unaudited pro forma combined balance sheet as of March 31, 2026 combines the historical unaudited balance sheet of XCF Global as of March 31, 2026, with the historical unaudited balance sheet of Southern Energy as of January 31, 2026, and the historical unaudited balance sheet of DevvStream as of January 31, 2026, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred on March 31, 2026.
The unaudited pro forma combined statement of operations for the twelve months ended December 31, 2025 combines the historical audited statement of operations of XCF Global for the year ended December 31, 2025 with the historical unaudited statement of operations of Southern Energy for the period from May 15, 2025 (date of inception) to October 31, 2025, and the historical unaudited statement of operations of DevvStream for the twelve months ended October 31, 2025, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred on January 1, 2025, the beginning of the earliest period presented. These periods are presented on the basis that XCF Global is the acquirer for accounting purposes.
The period from May 15, 2025 (date of inception) to October 31, 2025 of Southern Energy’s historical statement of operations ending on October 31, 2025 is calculated by taking the audited statement of operations of Southern Energy for the period from inception (May 15, 2025) to July 31, 2025 and adding the unaudited statement of operations results of Southern Energy for the three months ended October 31, 2025.
The twelve-month period of DevvStream’s historical statement of operations ending on October 31, 2025 is calculated by taking the audited statement of operations of DevvStream for the year ended July 31, 2025 and subtracting the unaudited statement of operations results of DevvStream for the three months ended October 31, 2024, and adding the unaudited statement of operations results of DevvStream for the three months ended October 31, 2025.
151
Table of Contents
The unaudited pro forma combined statement of operations for the three months ended March 31, 2026 combines the historical unaudited statement of operations of XCF Global for the three months ended March 31, 2026 with the historical unaudited statement of operations of Southern Energy for the three months ended January 31, 2026, and the historical unaudited statement of operations of DevvStream for the three months ended January 31, 2026, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred on January 1, 2025, the beginning of the earliest period presented. These periods are presented on the basis that XCF Global is the acquirer for accounting purposes.
The Transaction Accounting Adjustments reflecting the consummation of the Proposed Transaction, and other related transactions are based on certain currently available information and certain assumptions and methodologies that XCF Global believes are reasonable under the circumstances. The unaudited condensed combined Transaction Accounting Adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the Transaction Accounting Adjustments and it is possible the difference may be material. XCF Global believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Proposed Transaction, and other related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not give effect to any Management Adjustments for anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Proposed Transaction. The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Proposed Transaction, and other transactions at each of XCF Global, Southern Energy and DevvStream that took place subsequent to the financial statement dates reflected herein that reflect material changes to financial conditions or are considered to have an impact on inputs to the Proposed Transaction, had taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and notes thereto of XCF Global, Southern Energy, and DevvStream.
152
Table of Contents
Unaudited Pro Forma Condensed Combined Balance Sheet
as of March 31, 2026
|
Presented in $ |
XCF |
Southern |
DevvStream |
Transaction |
Transaction |
Pro forma |
|||||||||||
|
March 31, |
January 31, |
January 31, |
|||||||||||||||
|
ASSETS |
|
||||||||||||||||
|
Current assets |
|
||||||||||||||||
|
Cash and cash equivalents |
1,047,539 |
— |
815,707 |
700,000 |
|
5 |
6,651,246 |
||||||||||
|
738,000 |
|
6 |
|||||||||||||||
|
250,000 |
|
8 |
|||||||||||||||
|
3,100,000 |
|
9 |
|||||||||||||||
|
Restricted cash |
4,295 |
— |
— |
|
4,295 |
||||||||||||
|
Accounts receivable, net |
1,150,086 |
— |
7,700 |
|
1,157,786 |
||||||||||||
|
Related party receivables |
739,917 |
— |
— |
|
739,917 |
||||||||||||
|
GST receivable |
— |
— |
158,187 |
(158,187 |
) |
1 |
— |
||||||||||
|
Corporate taxes receivable |
— |
— |
171,573 |
(171,573 |
) |
1 |
— |
||||||||||
|
Other receivable |
950,000 |
— |
— |
329,760 |
|
1 |
1,279,760 |
||||||||||
|
Deferred financing costs |
— |
— |
138,720 |
|
138,720 |
||||||||||||
|
Prepaid expenses |
— |
50,000 |
511,149 |
|
561,149 |
||||||||||||
|
Inventory, net |
38,752 |
— |
— |
115,128 |
|
1 |
153,880 |
||||||||||
|
Carbon credits |
— |
— |
115,128 |
(115,128 |
) |
1 |
— |
||||||||||
|
Deposit on carbon credits purchase |
— |
— |
123,649 |
|
123,649 |
||||||||||||
|
Other current assets |
294,465 |
— |
— |
|
|
|
294,465 |
||||||||||
|
Total current assets |
4,225,054 |
50,000 |
2,041,813 |
4,788,000 |
|
— |
11,104,867 |
||||||||||
|
|
|||||||||||||||||
|
Security deposit |
300,000 |
— |
— |
|
300,000 |
||||||||||||
|
Property, plant and equipment |
398,438,283 |
— |
— |
|
398,438,283 |
||||||||||||
|
Restricted cash – LT |
— |
— |
1,279,900 |
(1,200,000 |
) |
3 |
79,900 |
||||||||||
|
Cryptocurrencies |
— |
— |
3,052,273 |
|
3,052,273 |
||||||||||||
|
Deferred financing costs – LT |
— |
— |
102,995 |
|
102,995 |
||||||||||||
|
Deposit on carbon credits purchase – LT |
— |
— |
247,754 |
|
247,754 |
||||||||||||
|
Investment in associate |
— |
— |
607,812 |
|
607,812 |
||||||||||||
|
Intangible assets |
— |
— |
— |
46,969,623 |
|
16 |
52,469,623 |
||||||||||
|
5,500,000 |
|
17 |
|||||||||||||||
|
Goodwill |
— |
— |
— |
18,768,134 |
|
17 |
|
18,768,134 |
|||||||||
|
Total assets |
402,963,337 |
50,000 |
7,332,547 |
74,825,757 |
|
— |
485,171,641 |
||||||||||
|
|
|||||||||||||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
||||||||||||||||
|
Current liabilities |
|
||||||||||||||||
|
Accounts payable |
29,168,907 |
29,474 |
10,212,784 |
(1,000,000 |
) |
7 |
36,319,002 |
||||||||||
|
(917,163 |
) |
11 |
|||||||||||||||
|
(1,175,000 |
) |
12 |
|||||||||||||||
|
Related party payable |
16,701,982 |
67,292 |
90,318 |
(16,702,057 |
) |
11 |
157,535 |
||||||||||
|
Loans payable to related party |
593,231 |
1,185,210 |
— |
|
1,778,441 |
||||||||||||
|
Notes payable, current portion |
121,254,888 |
— |
— |
700,000 |
|
5 |
123,070,144 |
||||||||||
|
(84,744 |
) |
6 |
|||||||||||||||
|
1,200,000 |
|
12 |
|||||||||||||||
|
Warrant liabilities |
5,316,300 |
— |
1,868,874 |
|
7,185,174 |
||||||||||||
|
Accrued expenses and other current liabilities |
71,802,763 |
— |
— |
(353,200 |
) |
10 |
71,449,563 |
||||||||||
|
Convertible debentures |
— |
— |
8,637,692 |
(1,090,909 |
) |
3 |
— |
||||||||||
|
(5,338,250 |
) |
4 |
|||||||||||||||
|
(25,680 |
) |
6 |
|||||||||||||||
|
(3,341,891 |
) |
13 |
|||||||||||||||
|
1,159,038 |
|
19 |
|||||||||||||||
153
Table of Contents
Unaudited Pro Forma Condensed Combined Balance Sheet — (Continued)
as of March 31, 2026
|
Presented in $ |
XCF |
Southern |
DevvStream |
Transaction |
Transaction |
Pro forma |
||||||||||||||||
|
March 31, |
January 31, |
January 31, |
||||||||||||||||||||
|
Convertible debentures – related parties |
— |
|
— |
|
4,393,363 |
|
(4,393,363 |
) |
7 |
|
— |
|
||||||||||
|
Derivative liability |
— |
|
— |
|
74,000 |
|
(74,000 |
) |
7 |
|
— |
|
||||||||||
|
Stock option derivative |
— |
|
— |
|
32,042 |
|
|
|
32,042 |
|
||||||||||||
|
Stop loss provision |
— |
|
— |
|
1,114,575 |
|
|
|
|
|
1,114,575 |
|
||||||||||
|
Total current liabilities |
244,838,071 |
|
1,281,976 |
|
26,423,648 |
|
(31,437,219 |
) |
— |
|
241,106,476 |
|
||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
|
Financial liability, net of closing costs |
132,815,971 |
|
— |
|
— |
|
|
|
132,815,971 |
|
||||||||||||
|
Convertible debenture, long term |
— |
|
— |
|
184,031 |
|
|
|
|
|
184,031 |
|
||||||||||
|
Total liabilities |
377,654,042 |
|
1,281,976 |
|
26,607,679 |
|
(31,437,219 |
) |
— |
|
347,106,478 |
|
||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
||||||||||||||||
|
Common stock |
29,092 |
|
— |
|
— |
|
3,100 |
|
9 |
|
54,401 |
|
||||||||||
|
|
|
|
168 |
|
10 |
|
|
|||||||||||||||
|
|
|
|
3,906 |
|
11 |
|
|
|||||||||||||||
|
|
|
|
12,695 |
|
16 |
|
|
|||||||||||||||
|
|
|
|
5,440 |
|
17 |
|
|
|||||||||||||||
|
Additional paid in capital |
59,818,303 |
|
— |
|
18,429,564 |
|
5,588,250 |
|
4 |
|
145,780,259 |
|
||||||||||
|
|
|
|
850,992 |
|
6 |
|
|
|||||||||||||||
|
|
|
|
8,914,717 |
|
7 |
|
|
|||||||||||||||
|
|
|
|
250,000 |
|
8 |
|
|
|||||||||||||||
|
|
|
|
3,096,900 |
|
9 |
|
|
|||||||||||||||
|
|
|
|
583,832 |
|
10 |
|
|
|||||||||||||||
|
|
|
|
17,590,911 |
|
11 |
|
|
|||||||||||||||
|
|
|
|
3,341,891 |
|
13 |
|
|
|||||||||||||||
|
|
|
|
(1,231,976 |
) |
14 |
|
|
|||||||||||||||
|
|
|
|
(42,672,747 |
) |
15 |
|
|
|||||||||||||||
|
|
|
|
46,956,928 |
|
16 |
|
|
|||||||||||||||
|
|
|
|
24,262,694 |
|
17 |
|
|
|||||||||||||||
|
Obligation to issue shares |
— |
|
— |
|
— |
|
(1,500,000 |
) |
15 |
1,500,000 |
|
18 |
— |
|
||||||||
|
Subscription receivable |
— |
|
— |
|
(20,000 |
) |
20,000 |
|
15 |
|
— |
|
||||||||||
|
Accumulated other comprehensive income |
— |
|
— |
|
44,873 |
|
(44,873 |
) |
15 |
|
— |
|
||||||||||
|
Deficit |
(34,538,100 |
) |
(1,231,976 |
) |
(37,729,569 |
) |
(109,091 |
) |
3 |
(1,500,000 |
) |
18 |
(34,769,497 |
) |
||||||||
|
|
|
|
(250,000 |
) |
4 |
|
|
|||||||||||||||
|
|
|
|
(2,568 |
) |
6 |
|
|
|||||||||||||||
|
|
|
|
(3,447,354 |
) |
7 |
|
|
|||||||||||||||
|
|
|
|
(230,800 |
) |
10 |
|
|
|||||||||||||||
|
|
|
|
24,403 |
|
11 |
|
|
|||||||||||||||
|
|
|
|
(25,000 |
) |
12 |
|
|
|||||||||||||||
|
|
|
|
1,231,976 |
|
14 |
|
|
|||||||||||||||
|
|
|
|
44,197,620 |
|
15 |
|
|
|||||||||||||||
|
|
|
|
|
|
|
(1,159,038 |
) |
19 |
|
|
|
|
||||||||||
|
Total stockholders’ equity (deficit) |
25,309,295 |
|
(1,231,976 |
) |
(19,275,132 |
) |
106,262,976 |
|
— |
|
111,065,163 |
|
||||||||||
|
Total liabilities and stockholders’ equity (deficit) |
402,963,337 |
|
50,000 |
|
7,332,547 |
|
74,825,757 |
|
— |
|
485,171,641 |
|
||||||||||
154
Table of Contents
Unaudited Pro Forma Condensed Combined Statement of Operations
for the three months ended March 31, 2026
|
Presented in $ |
XCF Global, |
Southern |
DevvStream |
||||||||||||||||||
|
3-months |
3-months |
3-months |
Transaction |
Pro forma |
|||||||||||||||||
|
Revenue |
|
348,688 |
|
|
— |
|
|
7,043 |
|
|
|
355,731 |
|
||||||||
|
Cost of sales |
|
660,938 |
|
|
— |
|
|
6,773 |
|
|
|
|
667,711 |
|
|||||||
|
Gross loss |
|
(312,250 |
) |
|
— |
|
|
270 |
|
— |
|
|
(311,980 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Operating expenses |
|
3,435,684 |
|
|
— |
|
|
— |
|
|
|
3,435,684 |
|
||||||||
|
General and administrative |
|
3,970,083 |
|
|
145,387 |
|
|
196,876 |
|
329,776 |
|
1 |
|
5,298,939 |
|
||||||
|
|
|
|
|
|
|
(128,662 |
) |
2 |
|
|
|||||||||||
|
|
|
|
|
|
|
547,979 |
|
16 |
|
|
|||||||||||
|
|
|
|
|
|
|
237,500 |
|
17 |
|
|
|||||||||||
|
Severance expense, net |
|
(14,516 |
) |
|
— |
|
|
— |
|
|
|
(14,516 |
) |
||||||||
|
Professional fees |
|
2,634,006 |
|
|
— |
|
|
2,107,203 |
|
843,410 |
|
1 |
|
5,549,969 |
|
||||||
|
|
|
|
|
|
|
(34,650 |
) |
2 |
|
|
|||||||||||
|
Advertising and promotion |
|
— |
|
|
— |
|
|
147,423 |
|
(147,423 |
) |
1 |
|
— |
|
||||||
|
Salaries and wages |
|
— |
|
|
— |
|
|
182,353 |
|
(182,353 |
) |
1 |
|
— |
|
||||||
|
Legal fees |
|
— |
|
|
709,782 |
|
|
— |
|
(709,782 |
) |
1 |
|
— |
|
||||||
|
Consulting fees |
|
— |
|
|
133,628 |
|
|
— |
|
(133,628 |
) |
1 |
|
— |
|
||||||
|
Expenses reimbursed |
|
— |
|
|
(163,312 |
) |
|
— |
|
163,312 |
|
2 |
|
— |
|
||||||
|
Total operating expenses |
|
10,025,257 |
|
|
825,485 |
|
|
2,633,855 |
|
785,479 |
|
|
14,270,076 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Loss from operations |
|
(10,337,507 |
) |
|
(825,485 |
) |
|
(2,633,585 |
) |
(785,479 |
) |
|
(14,582,056 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
||||||||||||
|
Change in the fair value of notes payable |
|
(142,858 |
) |
|
— |
|
|
— |
|
|
|
(142,858 |
) |
||||||||
|
Change in fair value of warrants |
|
(4,564,500 |
) |
|
— |
|
|
1,474,301 |
|
|
|
(3,090,199 |
) |
||||||||
|
Interest income (expense), net |
|
(3,083,569 |
) |
|
— |
|
|
— |
|
(5,045 |
) |
1 |
|
(3,088,614 |
) |
||||||
|
Other income (expense), net |
|
316,019 |
|
|
— |
|
|
— |
|
(1,717,644 |
) |
1 |
|
(1,401,625 |
) |
||||||
|
Staking income |
|
— |
|
|
— |
|
|
25,911 |
|
(25,911 |
) |
1 |
|
— |
|
||||||
|
Interest expense |
|
— |
|
|
— |
|
|
(286,571 |
) |
5,045 |
|
1 |
|
— |
|
||||||
|
|
|
|
|
|
|
57,945 |
|
7 |
|
|
|||||||||||
|
|
|
|
|
|
|
223,581 |
|
13 |
|
|
|||||||||||
|
Accretion expense |
|
— |
|
|
— |
|
|
(238,096 |
) |
82,432 |
|
7 |
|
— |
|
||||||
|
|
|
|
|
|
|
155,664 |
|
13 |
|
|
|||||||||||
|
Stop-loss provision loss |
|
— |
|
|
— |
|
|
(19,810 |
) |
19,810 |
|
1 |
|
— |
|
||||||
|
Loss on investment in associate |
|
— |
|
|
— |
|
|
(10,610 |
) |
10,610 |
|
1 |
|
— |
|
||||||
|
Impairment of carbon credits |
|
— |
|
|
— |
|
|
(12,968 |
) |
|
|
(12,968 |
) |
||||||||
|
Loss on revaluation of cryptocurrencies |
|
— |
|
|
— |
|
|
(1,689,591 |
) |
1,689,591 |
|
1 |
|
— |
|
||||||
|
Foreign exchange gain/loss |
|
— |
|
|
— |
|
|
(23,544 |
) |
23,544 |
|
1 |
|
— |
|
||||||
|
Total other income (expense) |
|
(7,474,908 |
) |
|
— |
|
|
(780,978 |
) |
519,622 |
|
|
(7,736,264 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Net loss |
|
(17,812,415 |
) |
|
(825,485 |
) |
|
(3,414,563 |
) |
(265,857 |
) |
|
(22,318,320 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign currency translation |
|
— |
|
|
— |
|
|
(224 |
) |
|
|
|
(224 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Net loss and comprehensive loss |
|
(17,812,415 |
) |
|
(825,485 |
) |
|
(3,414,787 |
) |
(265,857 |
) |
|
(22,318,544 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Basic and diluted loss per share |
$ |
(0.07 |
) |
$ |
— |
|
$ |
(0.80 |
) |
|
|
$ |
(0.05 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Weighted average number of shares outstanding |
|
241,039,943 |
|
|
— |
|
|
4,256,901 |
|
|
|
|
494,140,957 |
|
|||||||
155
Table of Contents
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 2025
|
Presented in $ |
XCF Global, |
Southern |
DevvStream |
||||||||||||||
|
12-months |
12-months |
12-months |
Transaction |
Pro forma |
|||||||||||||
|
Revenue |
20,815,955 |
|
— |
|
26,894 |
|
|
20,842,849 |
|
||||||||
|
Cost of sales |
24,586,068 |
|
— |
|
12,071 |
|
|
|
24,598,139 |
|
|||||||
|
Gross loss |
(3,770,113 |
) |
— |
|
14,823 |
|
|
(3,755,290 |
) |
||||||||
|
|
|
|
|
|
|||||||||||||
|
Operating expenses |
7,010,223 |
|
— |
|
— |
|
|
7,010,223 |
|
||||||||
|
General and administrative expenses |
22,385,312 |
|
116,317 |
|
1,485,705 |
|
1,878,794 |
|
1 |
29,008,044 |
|
||||||
|
|
|
|
2,191,916 |
|
16 |
|
|||||||||||
|
|
|
|
950,000 |
|
17 |
|
|||||||||||
|
Severance expense, net |
19,162,500 |
|
— |
|
— |
|
|
19,162,500 |
|
||||||||
|
Professional fees |
15,559,033 |
|
— |
|
8,201,557 |
|
290,175 |
|
1 |
24,050,765 |
|
||||||
|
Advertising and promotion |
— |
|
— |
|
777,216 |
|
(777,216 |
) |
1 |
— |
|
||||||
|
Depreciation |
— |
|
— |
|
592 |
|
(592 |
) |
1 |
— |
|
||||||
|
Salaries and wages |
— |
|
— |
|
1,100,986 |
|
(1,100,986 |
) |
1 |
— |
|
||||||
|
Consulting fees |
— |
|
290,175 |
|
— |
|
(290,175 |
) |
1 |
— |
|
||||||
|
Total operating expenses |
64,117,068 |
|
406,492 |
|
11,566,056 |
|
3,141,916 |
|
79,231,532 |
|
|||||||
|
|
|
|
|
|
|||||||||||||
|
Loss from operations |
(67,887,181 |
) |
(406,492 |
) |
(11,551,233 |
) |
(3,141,916 |
) |
(82,986,822 |
) |
|||||||
|
|
|
|
|
|
|||||||||||||
|
Other income (expense) |
|
|
|
|
|
||||||||||||
|
Change in the fair value of notes payable |
4,567,951 |
|
— |
|
— |
|
|
4,567,951 |
|
||||||||
|
Change in the fair value of loans payable related party |
(514,709 |
) |
— |
|
— |
|
|
(514,709 |
) |
||||||||
|
Change in fair value of warrants |
209,916,200 |
|
— |
|
4,499,822 |
|
|
214,416,022 |
|
||||||||
|
Loss on issuance of debt |
(138,000 |
) |
— |
|
— |
|
|
(138,000 |
) |
||||||||
|
Loss on issuance of debt to related party |
(40,531,000 |
) |
— |
|
— |
|
|
(40,531,000 |
) |
||||||||
|
ELOC commitment fees |
(7,400,000 |
) |
— |
|
— |
|
|
(7,400,000 |
) |
||||||||
|
Unrealized loss on derivative asset |
(16,156,071 |
) |
— |
|
— |
|
|
(16,156,071 |
) |
||||||||
|
Realized gain on derivative asset |
1,316,827 |
|
— |
|
— |
|
|
1,316,827 |
|
||||||||
|
Interest income (expense), net |
(9,155,274 |
) |
— |
|
— |
|
(31,086 |
) |
1 |
(9,573,019 |
) |
||||||
|
|
|
|
(109,091 |
) |
3 |
|
|||||||||||
|
|
|
|
(250,000 |
) |
4 |
|
|||||||||||
|
|
|
|
(2,568 |
) |
6 |
|
|||||||||||
|
|
|
|
(25,000 |
) |
12 |
|
|||||||||||
|
Other income (expense), net |
(13,975 |
) |
— |
|
— |
|
(2,143,009 |
) |
1 |
(2,156,984 |
) |
||||||
|
|
|
|
(1,159,038 |
) |
20 |
|
|||||||||||
|
Staking income |
— |
|
— |
|
14,334 |
|
(14,334 |
) |
1 |
— |
|
||||||
|
Interest expense |
— |
|
— |
|
(572,238 |
) |
26,701 |
|
1 |
— |
|
||||||
|
|
|
|
259,886 |
|
7 |
|
|||||||||||
|
|
|
|
285,651 |
|
13 |
|
|||||||||||
|
Accretion expense |
— |
|
— |
|
(531,874 |
) |
4,385 |
|
1 |
— |
|
||||||
|
|
|
|
321,604 |
|
7 |
|
|||||||||||
|
|
|
|
205,885 |
|
13 |
|
|||||||||||
|
Stop-loss provision loss |
— |
|
— |
|
(1,094,765 |
) |
1,094,765 |
|
1 |
— |
|
||||||
|
Loss on investment in associate |
— |
|
— |
|
(601,578 |
) |
601,578 |
|
1 |
— |
|
||||||
156
Table of Contents
Unaudited Pro Forma Condensed Combined Statement of Operations — (Continued)
for the year ended December 31, 2025
|
Presented in $ |
XCF Global, |
Southern |
DevvStream |
|||||||||||||||||
|
12-months |
12-months |
12-months |
Transaction |
Pro forma |
||||||||||||||||
|
Impairment of carbon credits |
|
— |
|
— |
|
|
(1,224,060 |
) |
|
|
(1,224,060 |
) |
||||||||
|
Loss on revaluation of cryptocurrencies |
|
— |
|
— |
|
|
(423,481 |
) |
423,481 |
|
1 |
|
— |
|
||||||
|
Unrealized gain on derivative liability |
|
— |
|
— |
|
|
2,065,850 |
|
|
|
2,065,850 |
|
||||||||
|
Gain on share settlement |
|
— |
|
— |
|
|
907,392 |
|
24,403 |
|
11 |
|
931,795 |
|
||||||
|
Gain on settlement of debt |
|
— |
|
— |
|
|
17,007 |
|
|
|
17,007 |
|
||||||||
|
Foreign exchange gain/loss |
|
— |
|
— |
|
|
(37,519 |
) |
37,519 |
|
1 |
|
— |
|
||||||
|
Loan conversion inducement expenses |
|
— |
|
— |
|
|
— |
|
(3,447,354 |
) |
7 |
|
(3,447,354 |
) |
||||||
|
Total other income (expense) |
|
141,891,949 |
|
— |
|
|
3,018,890 |
|
(2,736,584 |
) |
|
142,174,255 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Net loss |
|
74,004,768 |
|
(406,492 |
) |
|
(8,532,343 |
) |
(5,878,500 |
) |
|
59,187,433 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Other comprehensive gain |
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign currency translation |
|
— |
|
— |
|
|
49 |
|
|
|
|
49 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Net loss and comprehensive loss |
|
74,004,768 |
|
(406,492 |
) |
|
(8,532,294 |
) |
(5,878,500 |
) |
|
59,187,482 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Basic and diluted loss per share |
$ |
0.52 |
$ |
— |
|
$ |
(3.41 |
) |
|
|
$ |
0.15 |
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Weighted average number of shares outstanding |
|
142,298,067 |
|
— |
|
|
2,502,404 |
|
|
|
|
395,399,081 |
|
|||||||
157
Table of Contents
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Basis of Presentation
The results set forth in the unaudited pro forma condensed combined financial information include Transaction Accounting Adjustments that give effect to events that are directly attributable to the Transactions described below.
The acquisition of Southern Energy is intended to be accounted for as an asset acquisition, with no goodwill recorded, in accordance with GAAP as the acquired set of activities and assets did not meet the definition of a business under applicable accounting guidance. Under this method of accounting, Southern Energy is intended to be treated as a group of assets being acquired by XCF Global for financial reporting purposes. Accordingly, for accounting purposes, the acquisition of Southern Energy is intended to be treated as XCF Global issuing shares for the net assets of Southern Energy, with the consideration being allocated to the acquired assets based on their relative fair values.
The acquisition of DevvStream is intended to be accounted for as a business combination, in accordance with GAAP. Under this method of accounting, the fair value of consideration given up will be allocated in the books of XCF Global to net assets of DevvStream based on their respective fair value on acquisition date, with any residual or shortfall being recognized as goodwill or gain on bargain purchase, respectively, for financial reporting purposes.
We determined that XCF Global is the predecessor entity as the former stockholders of XCF Global will retain a controlling financial interest of 66.67% in XCF Global. The former owners of Southern Energy will receive approximately 23.33% of outstanding shares in XCF Global following the Proposed Transaction. The former owners of DevvStream will receive approximately 10.00% of outstanding shares in XCF Global following the Proposed Transaction. This acquisition of Southern Energy and DevvStream will not result in a change in control of XCF Global and does not affect the determination of the predecessor entity.
The unaudited pro forma combined balance sheet as of March 31, 2026 combines the historical unaudited balance sheet of XCF Global as of March 31, 2026, with the historical unaudited balance sheet of Southern Energy as of January 31, 2026, and the historical unaudited balance sheet of DevvStream as of January 31, 2026, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred on March 31, 2026.
The unaudited pro forma combined statement of operations for the twelve months ended December 31, 2025 combines the historical audited statement of operations of XCF Global for the year ended December 31, 2025 with the historical unaudited statement of operations of Southern Energy for the twelve months ended October 31, 2025, and the historical unaudited statement of operations of DevvStream for the twelve months ended October 31, 2025, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred on January 1, 2025, the beginning of the earliest period presented. These periods are presented on the basis that XCF Global is the acquirer for accounting purposes.
The twelve-month period of Southern Energy’s historical statement of operations ending on October 31, 2025 is calculated by taking the audited statement of operations of Southern Energy for the period from inception (May 15, 2025) to July 31, 2025 and adding the unaudited statement of operations results of Southern Energy for the three months ended October 31, 2025.
The twelve-month period of DevvStream’s historical statement of operations ending on October 31, 2025 is calculated by taking the audited statement of operations of DevvStream for the year ended July 31, 2025 and subtracting the unaudited statement of operations results of DevvStream for the three months ended October 31, 2024, and adding the unaudited statement of operations results of DevvStream for the three months ended October 31, 2025.
The unaudited pro forma combined statement of operations for the three months ended March 31, 2026 combines the historical unaudited statement of operations of XCF Global for the three months ended March 31, 2026 with the historical unaudited statement of operations of Southern Energy for the three months ended January 31, 2026, and the historical unaudited statement of operations of DevvStream for the three months ended January 31, 2026, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred on January 1, 2025, the beginning of the earliest period presented. These periods are presented on the basis that XCF Global is the acquirer for accounting purposes.
The Transaction Accounting Adjustments reflecting the consummation of the Proposed Transaction, and other related transactions are based on certain currently available information and certain assumptions and methodologies that XCF Global believes are reasonable under the circumstances. The unaudited condensed combined Transaction Accounting Adjustments, which are described in the accompanying notes, may be revised as additional information becomes available
158
Table of Contents
and is evaluated. Therefore, it is likely that the actual adjustments will differ from the Transaction Accounting Adjustments and it is possible the difference may be material. XCF Global believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Proposed Transaction, and other related transactions based on information available to management at the time and that the Transaction Accounting Adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not give effect to any Management Adjustments for anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Proposed Transaction. The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been if the Proposed Transaction, and other transactions at each of XCF Global, Southern Energy and DevvStream that took place subsequent to the financial statement dates reflected herein that reflect material changes to the financial conditions or are considered to have an impact on inputs to the Proposed Transaction, had taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and notes thereto of XCF Global, Southern Energy, and DevvStream.
“Transaction Accounting Adjustments” are adjustments that are directly attributable to the Proposed Transaction, factually supportable, and expected to have a continuing impact on the combined company’s results. “Transaction Financing Adjustments” are adjustments that reflect debt or equity financing that is directly associated with, and expected to be consummated concurrently with, the closing of the Proposed Transaction. Adjustments that are non-recurring in nature are included in the pro forma statements of operations for the annual period only, in accordance with Article 11 of Regulation S-X.
Note 2. Accounting Policies and Reclassifications
Management performed a comprehensive review of the three entities’ accounting policies. As a result of the review, management did not identify any material differences in the accounting policies applied by XCF Global, Southern Energy, and DevvStream that would require adjustments in the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
As part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align Southern Energy’s, and DevvStream’s financial statement presentation with that of XCF Global. Such reclassifications are presented in Transaction Accounting Adjustment #1, and include:
• Presenting “GST receivable” and “corporate taxes receivable” as “other receivable”
• Presenting “carbon credits” as “inventory, net”
• Presenting “advertising and promotion”, “depreciation”, and “salaries and wages” as “general and administrative expenses”
• Presenting “legal fees” and “consulting fees” as “professional fees”
• Presenting “interest expense” and “accretion expense” as “interest income (expense), net”
• Presenting “staking income”, “stop-loss provision loss”, “loss on investment in associate”, “loss on revaluation of cryptocurrencies” and “foreign exchange gain/loss” as “other income (expense), net”
Note 3. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Proposed Transaction, and other related transactions and has been prepared for informational purposes only.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. XCF Global has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments and Transaction Financing Adjustments in the unaudited pro forma condensed combined financial information. XCF Global, Southern Energy, and DevvStream have not had any historical relationship prior to the Proposed Transaction, other than reimbursement of expenses of Southern Energy by DevvStream pursuant to an agreed upon use of proceeds with EEME related to a previously-completed PIPE investment by EEME into DevvStream. Accordingly, no pro forma adjustments were required to eliminate activities
159
Table of Contents
between the companies, other than the pro forma adjustment to eliminate expenses reimbursed by DevvStream in the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 (see Adjustment 2 for further details).
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of XCF Global Common Stock outstanding, assuming the Proposed Transaction, and other related transactions occurred on January 1, 2025.
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026 are as follows:
1. Represents the reclassification of items on the unaudited pro forma condensed combined balance sheet as of March 31, 2026 to conform to presentation of items with that of XCF Global. GST receivable of $158,187 and Corporate taxes receivable of $171,573 are reclassified to Other receivable. Carbon credits of $115,128 are reclassified to Inventory, net.
3. Represents the repayment of a convertible debenture to Helena by DevvStream on March 9, 2026. Restricted cash — LT decreased by $1,200,000 and Convertible debentures decreased by $1,090,909. Deficit increased by $109,091 representing a 10% prepayment penalty associated with the repayment.
4. Represents an additional $250,000 of convertible debenture issued by DevvStream to Helena on February 10, 2026 in consideration of a waiver, and 10 conversions of a Helena convertible debenture into DevvStream shares since March 2026. Amounts totalling $5,588,250 were converted into 13,952,228 DevvStream shares. Convertible debentures decreased by $5,338,250, Additional paid in capital increased by $5,588,250 and Deficit increased by $250,000.
5. Represents a 0% promissory note issued to Helena by DevvStream on March 6, 2026. Cash and cash equivalents increased by $700,000 and Notes payable, current portion increased by $700,000.
6. Represents additional ELOC drawdown by DevvStream, with shares issued to Helena. Among the proceeds, certain amounts are directed to the repayment of the 0% promissory note issued to Helena, and the convertible debenture owed to Helena. Cash and cash equivalents increased by $738,000, Notes payable, current portion decreased by $84,744, Convertible debentures decreased by $25,680, Additional paid in capital increased by $850,992 and Deficit increased by $2,568 representing a 10% prepayment penalty associated with the repayment.
7. Represents settlement by DevvStream certain convertible debentures in issuance with Focus, and accounts payable owed to Focus, through the issuance of shares. Certain gains on settlement of debts are recognized into additional paid-in capital, due to the capital nature of the transaction between DevvStream and Focus, acting as a stockholder of DevvStream. Accounts payable decreased by $1,000,000, Convertible debentures — related parties decreased by $4,393,363, Derivative liability decreased by $74,000, Additional paid in capital increased by $8,914,717 and Deficit increased by $3,447,354. The increase in deficit is associated with a loan conversion inducement expenses from an induced conversion of convertible debentures.
8. Represents issuance of pre-funded warrants by DevvStream on April 27, 2026 to Helena. Cash and cash equivalents increased by $250,000 and Additional paid in capital increased by $250,000.
9. Represents placements of shares completed by XCF Global in April 2026, amounting to 31,000,000 shares. Cash and cash equivalents increased by $3,100,000, Common stock increased by $3,100 and Additional paid in capital increased by $3,096,900.
10. Represents issuance of shares by XCF Global in April 2026 to fulfill share payment obligations for deferral of note repayments, amounting to 1,684,111 shares. Accrued expenses and other current liabilities decreased by $353,200, Common stock increased by $168, Additional paid in capital increased by $583,832 and Deficit increased by $230,800.
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Table of Contents
11. Represents issuance of shares by XCF Global in May 2026 for settlement of outstanding payables of $17,619,220 through the issuance of 39,067,006 shares. Certain gains on settlement of debts are recognized into additional paid-in capital, due to the capital nature of the transaction between XCF Global and Encore DEC, LLC, acting as a related party of XCF Global. Accounts payable decreased by $917,163, Related party payable decreased by $16,702,057, Common stock increased by $3,906, Additional paid in capital increased by $17,590,911 and Deficit increased by $24,403.
12. Represents issuance of note payable by XCF Global for settlement of accounts payable on April 30, 2026. Accounts payable decreased by $1,175,000, Notes payable, current portion increased by $1,200,000 and Deficit increased by $25,000 representing an origination cost paid by XCF Global to the lender upon issuance.
13. Represents presumed full conversion of remaining outstanding convertible debenture owed by DevvStream to Helena. Pursuant to the terms of the Proposed Transaction, the amount of DevvStream Per Share Consideration is defined by the amount of DevvStream Outstanding Shares, which presumes full conversion of convertible debentures owed to Helena. For the purpose of this pro-forma adjustment, remaining outstanding amounts are presumed converted at the floor price of $0.07722. Convertible debentures decreased by $3,341,891 and Additional paid in capital increased by $3,341,891.
14. Represents elimination of equity of Southern Energy upon consummation of the Proposed Transaction. Deficit decreased by $1,231,976 and Additional paid in capital decreased by $1,231,976.
15. Represents elimination of equity of DevvStream upon consummation of the Proposed Transaction. Deficit decreased by $44,197,620, Subscription receivable decreased by $20,000, Accumulated other comprehensive income decreased by $44,873, Obligation to issue shares decreased by $1,500,000 and Additional paid in capital decreased by $42,672,747.
16. Represents the issuance of 126,944,928 shares by XCF Global, representing 35% of XCF Global’s pro-forma outstanding shares immediately prior to the Proposed Transaction, to stockholders of Southern Energy.
Stockholders of each of XCF Global, Southern Energy, and DevvStream, will hold 66.67%, 23.33%, and 10%, respectively, of XCF Global upon completion of the Proposed Transaction.
The acquisition of Southern Energy will be accounted for as an asset acquisition, with no goodwill recorded, in accordance with GAAP as the acquired set of activities and assets did not meet the definition of a business under applicable accounting guidance since Southern Energy lacked processes and outputs.
Estimated consideration is based on the closing price of XCF Global shares as of June 9, 2026 of $0.37/share, the fair value of shares issued is $46,969,623.
It is assessed that the fair value of shares given up is more clearly evident for the determination of purchase consideration given shares of XCF Global are publicly traded. In contrast, the net assets acquired contained developmental rights, customer contracts and other intangible assets held by Southern Energy, lack active markets and/or readily available comparables through which their fair valuation could be reliably estimated.
The consideration given up for the acquisition of Southern Energy is allocated to Intangible assets, as Southern Energy does not possess material tangible assets.
The allocation of consideration transferred is as follows:
|
Development rights |
28,181,774 |
|
|
Customer contracts |
18,787,849 |
|
|
Consideration transferred |
46,969,623 |
The aggregate adjustment results in an increase in Common stock of $12,695 and an increase in Additional paid in capital of $46,956,928.
The intangible assets recognized reflect a preliminary purchase price allocation and are subject to adjustment upon completion of a formal valuation. The accounting methodology and allocation of purchase price are preliminary in nature and estimates, and is subject to finalization.
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The value of purchase price consideration will change based on fluctuations in the share price of XCF Global common stock and the number of XCF Global common stock outstanding on the closing date. XCF Global believes that a 10% fluctuation in the market price of its common stock is reasonably possible based on historical volatility, and the potential effect on purchase price would be:
|
XCF Global |
Purchase |
|||
|
As presented |
0.3700 |
46,969,623 |
||
|
10% increase |
0.4070 |
51,666,586 |
||
|
10% decrease |
0.3330 |
42,272,661 |
17. Represents the issuance of 54,404,969 shares by XCF Global, representing 15% of XCF Global’s pro-forma outstanding shares immediately prior to the Proposed Transaction, to stockholders of DevvStream.
Stockholders of each of XCF Global, Southern Energy, and DevvStream, will hold 66.67%, 23.33%, and 10%, respectively, of XCF Global upon completion of the Proposed Transaction.
The acquisition of DevvStream will be accounted for as a business combination in accordance with GAAP as the acquired set of activities and assets met the definition of a business, with inputs and processes.
Estimated consideration is based on the closing price of XCF Global shares as of June 9, 2026 of $0.37/share, the fair value of shares issued is $20,129,839.
The allocation of consideration transferred is as follows:
|
Net assets of DevvStream at acquisition, pro-forma |
(4,138,295 |
) |
|
|
Market relationships |
3,000,000 |
|
|
|
Database and trade secrets |
1,500,000 |
|
|
|
Intellectual property |
1,000,000 |
|
|
|
Goodwill |
18,768,134 |
|
|
|
Consideration transferred |
20,129,839 |
|
The adjustment results in increase in Intangible assets of $5,500,000 and Goodwill of $18,768,134, and increase in Common stock of $5,440 and Additional paid in capital of $24,262,694.
The intangible assets and goodwill recognized reflect a preliminary purchase price allocation and are subject to adjustment upon completion of a formal valuation. The accounting methodology and allocation of purchase price are preliminary in nature and estimates, and is subject to finalization.
The value of purchase price consideration will change based on fluctuations in the share price of XCF Global common stock and the number of XCF Global common stock outstanding on the closing date. XCF Global believes that a 10% fluctuation in the market price of its common stock is reasonably possible based on historical volatility, and the potential effect on purchase price would be:
|
XCF Global |
Purchase |
|||
|
As presented |
0.3700 |
20,129,839 |
||
|
10% increase |
0.4070 |
22,142,822 |
||
|
10% decrease |
0.3330 |
18,116,855 |
18. Represents the recognition of a loss on liquidated damages of $1,159,038 arising in connection with DevvStream’s convertible debenture obligations. Convertible debentures increased by $1,159,038 and Deficit increased by $1,159,038 reflecting the recognition of the liquidated damages. The additional convertible debenture balance is included within Transaction Accounting Adjustment #13 for elimination upon presumed full conversion of convertible debenture balances.
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Transaction Financing Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
19. Represents the recognition of an obligation to issue shares of DevvStream in connection with issuance of certain Preferred Shares in advance of the Proposed Transaction. As of the date of this unaudited pro forma condensed combined financial statements, the amount of funds received was $1,500,000. Such funds were invested by DevvStream for expenditures of Southern Energy. Obligation to issue shares increased by $1,500,000 and Deficit increased by $1,500,000. Upon closing of the Proposed Transaction, the obligation will be settled through the issuance of XCF Global shares, at which point the balance is reclassified to Additional paid-in capital as a Transaction Accounting Adjustment (see Transaction Accounting Adjustment #15).
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations
The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026, and for the year ended December 31, 2025, are as follows:
1. Represents the reclassification of items on the unaudited pro forma condensed combined statements of operations to conform to presentation of items with that of XCF Global as follows:
|
For the |
For the |
|||||||
|
Reclassification to professional fees: |
|
|
|
|
||||
|
Consulting fees |
$ |
290,175 |
|
$ |
133,628 |
|
||
|
Legal fees |
|
— |
|
|
709,782 |
|
||
|
$ |
290,175 |
|
$ |
843,410 |
|
|||
|
Reclassification to general and administrative expenses |
|
|
|
|
||||
|
Advertising and promotion |
$ |
777,216 |
|
$ |
147,423 |
|
||
|
Depreciation |
|
592 |
|
|
— |
|
||
|
Salaries and wages |
|
1,100,986 |
|
|
182,353 |
|
||
|
$ |
1,878,794 |
|
$ |
329,776 |
|
|||
|
Reclassification to interest income (expense), net: |
|
|
|
|
||||
|
Interest expense |
$ |
26,701 |
|
$ |
5,045 |
|
||
|
Accretion expense |
|
4,385 |
|
|
— |
|
||
|
$ |
31,086 |
|
$ |
5,045 |
|
|||
|
Reclassification to other income (expense), net: |
|
|
|
|
||||
|
Staking income |
$ |
14,334 |
|
$ |
25,911 |
|
||
|
Stop-loss provision loss |
|
(1,094,765 |
) |
|
(19,810 |
) |
||
|
Loss on investment in associate |
|
(601,578 |
) |
|
(10,610 |
) |
||
|
Loss on revaluation of cryptocurrencies |
|
(423,481 |
) |
|
(1,689,591 |
) |
||
|
Foregin exchange gain/loss |
|
(37,519 |
) |
|
(23,544 |
) |
||
|
$ |
(2,143,009 |
) |
$ |
(1,717,644 |
) |
|||
2. Represents the inter-entity elimination of expenses of Southern Energy paid by DevvStream, during the three months ended January 31, 2026. Expenses Reimbursed of $163,312 is netted off against General and administrative expenses of $128,662 and Professional fees of $34,650.
3. Represents the repayment of a convertible debenture to Helena by DevvStream on March 9, 2026. A 10% prepayment penalty of $109,091 was incurred and recognized in the unaudited pro forma condensed combined statement of operations as Interest income (expense), net for the Year ended December 31, 2025. This adjustment is presented as if the event occurred at the beginning of the earliest date presented, i.e., January 1, 2025. The impact on statement of operations is expected to be nonrecurring.
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4. Represents an additional $250,000 of convertible debenture issued by DevvStream to Helena on February 10, 2026 in consideration of a waiver. This adjustment is presented as if the event occurred at the beginning of the earliest date presented, i.e., January 1, 2025. The impact on statement of operations is expected to be nonrecurring.
6. Represents additional ELOC drawdown by DevvStream, with shares issued to Helena. Among the proceeds, certain amounts are directed to the repayment of the 0% promissory note issued to Helena, and the convertible debenture owed to Helena. A 10% prepayment penalty of $2,568 was incurred and recognized in the unaudited pro forma condensed combined statement of operations as Interest income (expense), net for the Year ended December 31, 2025. This adjustment is presented as if the event occurred at the beginning of the earliest date presented, i.e., January 1, 2025. The impact on statement of operations is expected to be nonrecurring.
7. Represents settlement in March 2026 by DevvStream certain convertible debentures in issuance with Focus, and accounts payable owed to Focus, through the issuance of shares. The adjustment represents the removal of interest expense and accretion expenses in the unaudited pro forma condensed combined statements of operations, as if the convertible debentures with Focus were extinguished from the earliest date presented, i.e., January 1, 2025. As these convertible debentures have been extinguished, there is no expected recurring impact in the future.
11. Represents a gain on debt settlement by XCF Global with unrelated third parties in May 2026 through the issuance of 2,033,621 shares having fair value of $892,760 to settle payables of $917,163. An adjustment for Gain on share settlement of $24,403 was recognized in the unaudited pro forma condensed combined statement of operations as Gain on share settlement for the year ended December 31, 2025. This adjustment is presented as if the event occurred at the beginning of the earliest date presented, i.e., January 1, 2025. The impact on statement of operations is expected to be nonrecurring.
12. Represents issuance of note payable by XCF Global for settlement of accounts payable on April 30, 2026. A loan origination cost of $25,000 was incurred upon issuance and recognized in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025. This adjustment is presented as if the event occurred at the beginning of the earliest date presented, i.e., January 1, 2025. The impact on statement of operations is expected to be nonrecurring.
13. Represents presumed full conversion of remaining outstanding convertible debenture owed by DevvStream to Helena, pursuant to conversion commitments previously provided to DevvStream by Helena, and pursuant to the terms of the Proposed Transaction which required inclusion of conversion shares arising from Helena convertible debts to be included in the determination of DevvStream Outstanding Shares. The adjustment represents the removal of interest expense and accretion expenses in the unaudited pro forma condensed combined statements of operations, as if the convertible debentures with Helena were extinguished from the earliest date presented, i.e., January 1, 2025.
16. Represents pro-forma amortization on intangible assets acquired, with Development rights being amortized over 30 years, and Customer contracts being amortized over 15 years. The adjustment results in amortization expenses of $2,191,916 for the year ended December 31, 2025 and $547,979 for the three months ended March 31, 2026, which is reported in General and administrative expenses.
17. Represents pro-forma amortization on intangible assets acquired, with Market relationships and Intellectual property being amortized over 5 years, and Database and trade secrets being amortized over 10 years. The adjustment results in amortization expenses of $950,000 for the year ended December 31, 2025 and $237,500 for the three months ended March 31, 2026, which is reported in General and administrative expenses.
The preliminary purchase price allocation is based on currently available information, and the valuation of identifiable intangible assets and certain liabilities is ongoing. Accordingly, the allocation of consideration between goodwill and identifiable intangible assets is preliminary and subject to change. Upon completion of the valuation, the Company expects to separately identify and measure intangible assets such as such as customer relationships, technology, know-how, trade names, vendor contracts, which may materially impact the amounts allocated to goodwill and intangible assets.
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Note 4. Net Income (Loss) per Share
Net income (loss) per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Proposed Transaction, and other related transactions. As the Proposed Transaction, and other related transactions are being reflected as if they had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issuable relating to the Proposed Transaction, and other related transactions have been outstanding for the entirety of all periods presented.
The calculation of net income (loss) per share in the unaudited pro forma condensed combined financial information is as follows:
|
For the |
For the |
||||||
|
Weighted average shares outstanding (WASO) calculation |
Number of |
Number of |
|||||
|
XCF Global Stockholders |
|
214,049,184 |
|
312,791,060 |
|
||
|
Southern Energy Stockholders |
|
126,944,928 |
|
126,944,928 |
|
||
|
DevvStream Stockholders |
|
54,404,969 |
|
54,404,969 |
|
||
|
Pro forma WASO – Basic and diluted |
|
395,399,081 |
|
494,140,957 |
|
||
|
|
|
|
|||||
|
For the twelve months ended December 31, 2025 |
|
|
|
||||
|
Pro forma net income |
$ |
59,187,433 |
|
|
|||
|
Pro Forma Income Per Share – Basic and Diluted |
$ |
0.15 |
|
|
|||
|
|
|
|
|||||
|
For the three months ended March 31, 2026 |
|
|
|
||||
|
Pro forma net loss |
|
$ |
(22,318,320 |
) |
|||
|
Pro Forma Loss Per Share – Basic and Diluted |
|
$ |
(0.05 |
) |
|||
A reconciliation of the weighted average shares outstanding of XCF Global Stockholders as adopted above, which reflects issuance of shares by XCF Global as if they occurred at the beginning of the earliest period presented in these unaudited pro forma condensed combined financial statements, is as follows:
|
For the |
For the |
|||
|
WASO calculation – XCF Global |
Number of |
Number of |
||
|
XCF Global, historical |
142,298,067 |
241,039,943 |
||
|
Transaction accounting adjustment #9 – financings completed |
31,000,000 |
31,000,000 |
||
|
Transaction accounting adjustment #10 – share payment obligations |
1,684,111 |
1,684,111 |
||
|
Transaction accounting adjustment #11 – debt settlements |
39,067,006 |
39,067,006 |
||
|
Pro forma WASO – XCF Global Stockholders |
214,049,184 |
312,791,060 |
The number of shares outstanding adopted for Southern Energy Stockholders and DevvStream Stockholders reflect as if the issuance of XCF Global shares (Transaction Accounting Adjustments #16 and #17) for the Proposed Transaction occurred at the beginning of the earliest period presented in these unaudited pro forma condensed combined financial statements.
Upon consummation of the Proposed Transaction, the post-Closing share ownership will be:
|
Basic Share Capitalization |
Number of |
% Ownership |
|||
|
XCF Global Stockholders |
362,699,794 |
66.67 |
% |
||
|
Southern Energy Stockholders |
126,944,928 |
23.33 |
% |
||
|
DevvStream Stockholders |
54,404,969 |
10.00 |
% |
||
|
Pro forma Common Stock – Basic |
544,049,691 |
100.00 |
% |
||
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Table of Contents
The pro forma number of shares to be held by XCF Global stockholders are calculated based on material issuances, as adjusted in the pro forma adjustments, from the number of XCF Global shares outstanding as of March 31, 2026:
|
Number of |
||
|
Shares of XCF Global outstanding, as of March 31, 2026 |
290,948,677 |
|
|
Adjustment 9 – Placement of shares |
31,000,000 |
|
|
Adjustment 10 – Share payment obligations for deferral of note repayments |
1,684,111 |
|
|
Adjustment 11 – Settlement of outstanding payables |
39,067,006 |
|
|
Shares of XCF Global outstanding, pro-forma |
362,699,794 |
The number of pro forma shares of XCF Global is utilized in the calculation of pro forma shares issuable to stockholders of Southern Energy and DevvStream, respectively (see adjustment #17 for further information).
Upon the Closing, the following outstanding shares of common stock equivalents were excluded from the computation of pro forma diluted net income (loss) per share for the period and scenarios presented because including them would have had an anti-dilutive effect:
|
Number of |
||
|
XCF Global Warrants |
17,900,000 |
|
|
XCF Global RSUs |
8,329,904 |
|
|
DevvStream Warrants |
1,913,043 |
|
|
DevvStream RSUs |
127,602 |
|
|
DevvStream Options |
85,055 |
Note 5. Statement of Operations Reconciliation
For purposes of preparing Southern Energy, presented in the pro forma condensed combined statement of operations for the period from May 15, 2025 (inception date) to October 31, 2025, the historical audited statement of loss period from inception (May 15, 2025) to July 31, 2025 of Southern Energy was adjusted by adding Southern Energy’s unaudited statement of loss for the three months ended October 31, 2025.
For purposes of preparing DevvStream, presented in the pro forma condensed combined statement of operations for the twelve-months ended October 31, 2025, the historical audited statement of operations and comprehensive loss for the year ended July 31, 2025 of DevvStream was adjusted by subtracting DevvStream’s unaudited statement of operations and comprehensive loss for the three months ended October 31, 2024, and adding the unaudited statement of operations and comprehensive loss of DevvStream for the three months ended October 31, 2025.
The following presents a reconciliation of Southern Energy’s statement of profit or loss for the period from May 15, 2025 (inception date) to October 31, 2025:
|
Presented in $ |
Period from |
3-months |
Period from |
||||||
|
Operating expenses |
|
|
|
||||||
|
Advertising and promotion |
148,050 |
|
142,125 |
|
290,175 |
|
|||
|
Depreciation |
62,872 |
|
53,445 |
|
116,317 |
|
|||
|
Total operating expenses |
210,922 |
|
195,570 |
|
406,492 |
|
|||
|
|
|
|
|||||||
|
Loss from operations |
(210,922 |
) |
(195,570 |
) |
(406,492 |
) |
|||
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Table of Contents
The following presents a reconciliation of DevvStream’s statement of profit or loss for the twelve months ended October 31, 2025:
|
Presented in $ |
Year |
3-months |
3-months |
12-months |
||||||||
|
Revenue |
1,100 |
|
25,794 |
|
— |
|
26,894 |
|
||||
|
Cost of sales |
1,884 |
|
10,187 |
|
— |
|
12,071 |
|
||||
|
Gross loss |
(784 |
) |
15,607 |
|
— |
|
14,823 |
|
||||
|
|
|
|
|
|||||||||
|
Operating expenses |
|
|
|
|
||||||||
|
Advertising and promotion |
49,038 |
|
1,000,073 |
|
271,895 |
|
777,216 |
|
||||
|
Depreciation |
— |
|
953 |
|
361 |
|
592 |
|
||||
|
General and administrative expenses |
578,567 |
|
964,473 |
|
57,335 |
|
1,485,705 |
|
||||
|
Professional fees |
1,163,650 |
|
8,447,280 |
|
1,409,373 |
|
8,201,557 |
|
||||
|
Salaries and wages |
(4,550 |
) |
1,593,794 |
|
488,258 |
|
1,100,986 |
|
||||
|
Total operating expenses |
1,786,705 |
|
12,006,573 |
|
2,227,222 |
|
11,566,056 |
|
||||
|
|
|
|
|
|||||||||
|
Other income (expense) |
|
|
|
|
||||||||
|
Staking income |
14,334 |
|
— |
|
— |
|
14,334 |
|
||||
|
Accretion expense |
(230,015 |
) |
(346,424 |
) |
(44,565 |
) |
(531,874 |
) |
||||
|
Interest expense |
(271,200 |
) |
(313,778 |
) |
(12,740 |
) |
(572,238 |
) |
||||
|
Loss on investment in associate |
(89,567 |
) |
(512,011 |
) |
— |
|
(601,578 |
) |
||||
|
Unrealized gain/loss on derivative liability |
(1,500 |
) |
719,000 |
|
(1,348,350 |
) |
2,065,850 |
|
||||
|
Loss on revaluation of cryptocurrencies |
(423,481 |
) |
— |
|
— |
|
(423,481 |
) |
||||
|
Unrealized loss on convertible debt – FVTPL |
— |
|
70,500 |
|
70,500 |
|
— |
|
||||
|
Unrealized gain/loss on warrant derivative |
2,283,298 |
|
1,728,392 |
|
(488,132 |
) |
4,499,822 |
|
||||
|
Foreign exchange gain/loss |
(3,403 |
) |
(31,664 |
) |
2,452 |
|
(37,519 |
) |
||||
|
Impairment of carbon credits |
— |
|
(1,224,060 |
) |
— |
|
(1,224,060 |
) |
||||
|
(Gain)/Loss on share settlement |
— |
|
899,015 |
|
(8,377 |
) |
907,392 |
|
||||
|
(Gain)/Loss on settlement of debt |
17,007 |
|
— |
|
— |
|
17,007 |
|
||||
|
Stop-loss provision loss |
(29,530 |
) |
(1,065,235 |
) |
— |
|
(1,094,765 |
) |
||||
|
Total other income (expense) |
1,265,943 |
|
(76,265 |
) |
(1,829,212 |
) |
3,018,890 |
|
||||
|
|
|
|
|
|||||||||
|
Net loss |
(521,546 |
) |
(12,067,231 |
) |
(4,056,434 |
) |
(8,532,343 |
) |
||||
|
|
|
|
|
|||||||||
|
Other comprehensive gain |
|
|
|
|
||||||||
|
Foreign currency translation |
96 |
|
1,448 |
|
1,495 |
|
49 |
|
||||
|
|
|
|
|
|||||||||
|
Net loss and comprehensive loss |
(521,450 |
) |
(12,065,783 |
) |
(4,054,939 |
) |
(8,532,294 |
) |
||||
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Table of Contents
INFORMATION ABOUT XCF GLOBAL
Overview
Unless otherwise stated herein or unless the context otherwise requires, the terms “we,” “us,” “our,” “XCF,” and the “Company” in this “Information about XCF Global” section refer to XCF Global.
Legacy XCF was incorporated on January 20, 2023, for the purpose of making investments in renewable energy assets and production facilities. XCF has completed acquisitions in Nevada, Florida, and North Carolina as the foundation for the Company’s first production of sustainable aviation fuel (“SAF”), a synthetic kerosene derived from waste- and residue-based feedstocks such as waste oils and fats, green and municipal waste, and non-food crops and, currently, blended with conventional Jet-A fuel. XCF is committed to reducing the world’s carbon footprint by meeting the growing demand for renewable fuels and will concentrate on the production of clean-burning, sustainable biofuels, principally SAF. Though we are focused on promoting and accelerating the decarbonization of the aviation industry through SAF, we may, opportunistically, produce other renewable products such as renewable diesel, a renewable fuel, and bio-based glycerol, also known as natural glycerin, which is used in healthcare, food, and cosmetics industries. We believe there is a market opportunity in the aviation and renewable fuel sectors as a result of a combination of regulatory support, industry-led demand, and end-user commitment. The actual market environment may evolve differently from our expectations and is subject to a variety of external forces such as government regulation and technological development that may impact the market opportunity. XCF intends to build a nationwide portfolio of SAF and renewable fuels production facilities that use waste- and residue-based feedstocks at competitive production costs. We also intend to implement a fully integrated business model from feedstock supply and production to marketing and sales of SAF and renewable fuels. XCF is currently one of the few publicly traded renewable fuels companies primarily focused on SAF and renewable fuels in the United States, with the stated intention to be a majority SAF producer, distinguishing itself from peers that are predominantly legacy crude oil refiners.
Our intention is to scale and operate clean fuel production facilities engineered to the highest levels of compliance, reliability, and quality. Our initial operations include the New Rise Reno Renewables, LLC (“New Rise Reno”) renewable fuel production facility. Legacy XCF completed acquisitions of New Rise SAF Renewables, LLC (“New Rise SAF”) and New Rise Renewables, LLC (“New Rise Renewables”) (collectively, New Rise SAF and New Rise Renewables are referred to as “New Rise”) on January 23, 2025 and February 19, 2025 respectively. Herein, we refer to the acquisitions of New Rise SAF and New Rise Renewables as the “New Rise Acquisitions”. Legacy XCF also owns dormant biodiesel plants in Fort Myers, FL and Wilson, NC that it is considering to further build-out and reconstruct into SAF, renewable fuels, and/or associated SAF-related infrastructure. The Company is continuing to evaluate the role of each of the Fort Myers, Florida and Wilson, North Carolina facilities within XCF’s broader SAF and renewable fuel value chain.
Blended with conventional Jet-A fuel, SAF is a “drop-in fuel” which means it can be used in existing aircraft and aviation infrastructure without the need for modification. Publications by a variety of industry organizations and experts, for example a thought leader piece with Air bp global aviation sustainability director posted on BP website and publications from the IATA estimate that SAF can reduce lifecycle greenhouse gas emissions by up to 80% compared to conventional jet fuel; this estimated reduction in greenhouse gas emissions is based on factors that impact the ultimate reduction in greenhouse gas emissions for a given SAF product including the feedstock used, the production method employed, and the supply chain to the airport. In a recent study by the EPA on Atmospheric Concentrations of Greenhouse Gases, global atmospheric concentrations of carbon dioxide, methane, nitrous oxide, and certain manufactured greenhouse gases have all risen significantly over the last few hundred years. Further, the EPA has noted that the combustion of fossil fuels such as gasoline and diesel to transport people and goods was the largest source of CO2 emissions in 2022, accounting for 35% of total U.S. CO2 emissions and 28% of total U.S. greenhouse gas emissions.
XCF intends to generate revenue and contribute to clean energy in the transportation sector by selling renewable fuels, primarily SAF, produced at the Company’s SAF production facilities. XCF primarily intends to sell both “neat” or unblended SAF and blended SAF:
• Neat SAF is used to describe SAF that has not been blended with conventional Jet-A fuel meeting ASTM Standard D7566. SAF is a direct replacement for fossil jet fuel (conventional jet fuel currently used in the aviation industry), made from renewable raw materials. As previously stated, industry experts including
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Air bp and IATA indicate that SAF can reduce CO2 emissions by up to 80% over the fuel’s life cycle compared to using fossil jet fuel depending on factors such as the feedstock used, the production method employed, and the supply chain to the airport; and
• Blended SAF refers to a blended fuel containing a blend ratio of both neat SAF and Jet-A fuel meeting ASTM Standard D1655. Because neat SAF has a lower CI than Jet-A, blended fuel has a lower CI level than pure Jet-A. CI is a measure of carbon dioxide and other greenhouse gases (CO2e) per unit of activity. According to the U.S. Department of Energy, neat SAF can be blended with Jet-A at different levels with limits between 10% and 50% depending on production pathway and feedstock. Airlines who purchase SAF currently utilize blended SAF at ratios between 90/10 and 70/30 (Jet-A : neat SAF); the maximum blend ratio is 50/50 (Jet-A : neat SAF).
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(1) BP “What is Sustainable Aviation Fuel?”
The Company may also opportunistically evaluate the production of other sustainable renewable fuels, including but not limited to renewable diesel and biodiesel.
The need for energy is a necessity and will not be eliminated in the near future. However, due to the cumulative harmful impacts of fossil fuels on our environment, how the world sources its energy is expected to evolve. The transportation sector, one of the largest contributors to GHG emissions according to the EPA, has recognized its role in climate change and has begun to seek alternative energy sources from renewable and sustainable fuels. Specifically, the aviation industry, which, according to the IEA, accounted for 2.5% of global energy-related CO2 emissions in 2023, is making progress to reduce emissions. Key milestones include:
• In 2022, the 184 member states of the International Civil Aviation Organization (ICAO) adopted a long-term global aspirational goal of net zero carbon emissions from international aviation by 2050;
• In 2022, the United States announced important tax credits and a competitive grant program under the Inflation Reduction Act, which will allocate $3.3 billion to scaling up SAF production, with the aim of meeting the 3 billion gallons milestone set by the SAF Grand Challenge by 2030; and
• In the European Union, the European Parliament and European Council reached an agreement in 2023 on the rules of ReFuelEU Aviation on the schedule of minimum SAF blend-in shares, with sub-targets for synthetic fuels, through 2050.
As calls for sustainability growth and global demand for renewable energy accelerates, XCF believes it can capitalize upon the scale of this market opportunity and expand at a pace for the foreseeable future. The Company’s ability to capitalize on the market opportunity and implement its plan is dependent on its ability to raise capital necessary for capital investments and operate its facilities efficiently.
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Air bp also indicates that pricing for SAF has been higher than conventional jet fuel primarily due to production costs and availability of sustainable feedstocks. Nevertheless, governments and airlines around the world are setting targets to use SAF, as a number of experts, including McKinsey & Company have expressed their belief that SAFs are the most viable near-term option for decreasing aviation-related emissions. The United States is leveraging a combination of loan and grant programs and tax incentives as state and federal governments have taken the lead in stimulating the demand for and adoption of SAF. These efforts have provided significant tailwinds for both SAF supply and demand thus driving a need for new plants and increased production. These incentives, however, may change or be revoked.
XCF Project Pipeline and Growth Plan
In the near term, XCF plans to operate and develop four projects for the production of SAF or associated SAF-related infrastructure. The Company intends to generate revenues from the sale of its SAF products to offtake partners, which include energy companies, fuel wholesalers and brokers, airlines, or FBOs. The existing facility in Reno, Nevada, which we refer to as New Rise Reno, was converted to SAF production in October 2024 and we currently expect to achieve commercial production of SAF at nameplate capacity as early as the third quarter of 2026. The New Rise Reno, a second facility that XCF intends to build in Reno, Nevada, adjacent to New Rise Reno, is currently expected to come online in 2028. Our ability to bring future sites online on the intended timeline, if at all, is dependent on our ability to raise and deploy necessary funding capital and effectively manage the project buildout timeline, of which there can be no assurances. Total anticipated annual production output of neat SAF, assuming the projects develop as expected and on time, is expected to be 80 million gallons per year by the end of 2028. Realizing these output assumptions is dependent on various factors, including our ability to raise and deploy necessary funding capital and effectively manage the project buildout timeline and our ability to manage the feedstock supply chain and efficiently operate the facilities, of which there can be no assurances. We believe this rolling expansion strategy allows the Company to bring new supply to the market in parallel with the anticipated increase in demand for SAF in the second half of the decade yet also affords the Company the option to opportunistically pivot to other renewable products or related infrastructure facilities depending on environment and market conditions.
• New Rise Reno — Our current hydrotreating technology is capable of treating 130 thousand gallons of feedstock per day or approximately 44 million gallons of feedstock per year. Once our facility is upgraded this year, factoring of finished product yields of ~86%, as it compares to feedstock input, and required maintenance downtime of ~26 days per year, we expect New Rise Reno to have a nameplate production capacity of approximately 112 thousand gallons of finished product per day or approximately 38 million gallons per year of neat SAF.
• New Rise Reno 2 — We expect new construction of New Rise Reno 2 to use similar hydrotreating technology as New Rise Reno with an additional 8,400 gallons per day being able to be treated. As a result, estimated feedstock hydrotreating capabilities would be 139 thousand gallons of feedstock per day or approximately 47 million gallons of feedstock per year. After factoring in finished product yields of ~86% and required maintenance downtime of ~26 days per year, we expect the New Rise Reno 2 production facility to have a nameplate production capacity of approximately 119 thousand gallons of neat SAF per day or approximately 40 million gallons of finished product per year.
• Fort Myers and Wilson — The Company is continuing to evaluate the role of each of the Fort Myers, Florida and Wilson, North Carolina facilities within XCF’s broader SAF and biofuels value chain. We are considering whether to further build-out and reconstruct these sites into SAF, renewable fuels, and/or associated SAF-related infrastructure.
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New Rise Reno (Reno, Nevada)
In 2023, Legacy XCF began analyzing acquisition targets within the renewable fuels space, which included New Rise Renewables and New Rise Renewables SAF. New Rise Renewables owns and operates the New Rise Reno production facility, which sits on 10 acres of land in the Tahoe Reno Industrial Center (TRI) in Reno, NV; this site is not considered a Tier 1 Renewable Chemical Investment Tax Credit (ITC) area. The facility has rail access and is adjacent to I-80, a major interstate highway. At that time, New Rise Renewables was in the process of bringing its New Rise Reno facility online as a renewable diesel production facility. New Rise Renewables SAF is the adjacent plot next to the current New Rise Reno facility that is expected to be constructed into a SAF facility. Because of the P66 Agreement with Phillips 66, the New Rise Reno plant was nearing completion and commencing operations, and the adjacent plot was primed for development, Legacy XCF began negotiations to purchase the outstanding membership interests of New Rise Renewables.
On December 8, 2023, Legacy XCF entered into the New Rise Renewables MIPA with RESC Renewables for an aggregate purchase price of $1.1 billion, less acquired liabilities of approximately $112.5 million, to acquire all of the issued and outstanding membership interests in New Rise Renewables. In October 2024, we filed a premerger notification with the FTC to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. On November 15, 2024, the thirty-day waiting period expired.
On February 19, 2025, Legacy XCF completed the acquisition of New Rise Renewables subject to additional post-closing conditions. On February 19, 2025, the aggregate purchase price of $1.1 billion was reduced by $118,700,000, which represented principal and interest on New Rise Renewable’s outstanding debt obligations to a financial institution and two notes payable to Legacy XCF. As a result, RESC Renewables was issued 88,126,200 shares of Legacy XCF common stock in exchange for its membership units. In connection with a consulting agreement between RESC Renewables and GL, GL was entitled to receive 4,406,310 shares of the Legacy XCF common stock issued to RESC Renewables. In addition, pursuant to the New Rise Renewables MIPA, Legacy XCF issued a convertible promissory note to RESC Renewables in principal amount of $100,000,000. The entire principal amount of the promissory note was held by RESC Renewables prior to the merger with Focus Impact BH3 Acquisition Corp.
On May 30, 2025, the aggregate purchase price was updated to reflect actual New Rise liabilities of $126,700,000 compared to $118,700,000 in connection with the initial closing on February 19, 2025. As a result, the total shares issued in connection with the acquisition were adjusted to be 87,331,951 of Legacy XCF common stock, of which RESC Renewables received 82,965,533 and GL received 4,366,598 shares of Legacy XCF common stock.
At the closing of the Prior Business Combination (as defined below) the 82,965,533 shares of Legacy XCF common stock issued to RESC Renewables and the 4,366,598 shares of Legacy XCF common stock issued to GL were automatically converted into shares of XCF Class A common stock at an exchange ratio of approximately 0.68627. The 82,965,533 Legacy XCF shares converted into 56,936,990 shares of XCF Class A common stock and the 3,693,830 shares converted into 2,996,678 shares of XCF Class A common stock upon closing.
The New Rise Reno production facility functions as XCF’s flagship SAF production facility. The facility employs a two-stage process including pretreatment and hydrotreatment. Through the use of a pretreatment process, it is expected that New Rise Reno will be able to use a variety of waste- and residue-based feedstocks to produce SAF and other renewable fuels such as renewable diesel. The conversion of New Rise Reno to SAF production was managed by Encore, one of the EPC companies that was subcontracted to build New Rise Reno and which is 100% owned by Soule. Soule is currently XCF’s second largest shareholder. Because the required facility infrastructure is similar for both renewable diesel and SAF production, pretreatment, electrical, water, railcar and other infrastructure were already in place from the original construction of the facility. As a result, the New Rise Reno facility was efficiently converted into a SAF production facility without bearing greenfield construction costs. RESC Renewables Holdings, LLC, the sole member of New Rise Renewables provided necessary capital to New Rise Reno to convert the facility to SAF and incurred approximately $17 million in construction costs related to the conversion. The facility underwent testing and produced 20,000 gallons of neat SAF in November 2024.
In February 2025, New Rise Reno began its ramp-up process. The ramp-up process, a critical phase for all new fuel facilities, is the period after commissioning when a new fuel facility works to optimize its production gradually from initial test runs to full, nameplate capacity. During the initial production runs, the facility produced neat SAF at approximately 50% production capacity. Until SAF production is at nameplate capacity, New Rise Reno is not deemed
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to be an operating facility and classifies as under construction until final project acceptance under New Rise’s license agreement with Axens North America under the original intention of the SAF conversion, such as meeting ASTM 7566 specifications for synthetic blending component standards to be blended with conventional jet fuel. Such final project acceptance has not yet been completed.
While ramp-up processes are being undertaken and until final plant acceptance, management has made the determination to temporarily produce and sell renewable diesel, a byproduct of SAF production, which can be achieved at approximately 2,000 barrels per day, which is approximately 20% below nameplate capacity, and without any additional modifications to the facility. In May 2025, New Rise Reno began selling renewable diesel under the P66 Agreement, which was subsequently terminated as of May 1, 2026, as further described below.
We currently expect to meet SAF production at nameplate capacity as early as the third quarter of 2026, although we cannot assure you when SAF production will resume, and when it does resume, when or whether the New Rise Reno production facility will be able to produce SAF at full capacity. Any delay beyond the third quarter of 2026 in our ability to resume SAF production and/or any delay in our ability to operate the New Rise Reno production facility at full nameplate capacity for SAF production will adversely affect our revenues and profitability. From April through the end of December 2025, New Rise Reno produced, in aggregate, approximately 5.8 million gallons of neat SAF, renewable diesel, and renewable naphtha.
Since the initial production of renewable diesel, our New Rise Reno production facility has experienced repeated maintenance-related downtime that has required additional maintenance capital expenditures and other unanticipated operating expenses. These disruptions have limited our ability to operate at expected levels and delayed our efforts to achieve full production capacity. Although management has taken steps to address these issues, there can be no assurance as to when or whether the Reno facility will consistently operate at or near 100% production capacity for renewable diesel or SAF. Continued downtime, additional maintenance requirements, or the inability to achieve stable full-capacity operations could materially and adversely affect our revenues, profitability, and liquidity.
The New Rise Reno facility has rail access which serves as an entry and exit point for receiving feedstock directly at the plant and delivering SAF to off-takers. Once feedstock arrives by rail at the on-site spur, it is transported directly from rail cars into storage tanks at the facility’s tank farm. New Rise Reno has the ability to store up to 1.5 million gallons of feedstock at its on-site tank farm with additional storage available on the rail spur.
On May 23, 2017, New Rise Reno entered into the P66 Agreement, a supply and offtake agreement with Phillips 66 whereby Phillips 66 would sell to New Rise Reno 100% of the feedstocks required for the production of renewable diesel at the New Rise Reno facility and purchase from New Rise Reno 100% of the renewable diesel produced at the facility. Under terms of the agreement, feedstock is supplied to New Rise Reno at spot pricing plus transportation, terminal, and logistics expenses plus a per gallon fee. For the sale of renewable diesel, Phillips 66 purchases 100% of the renewable diesel at a price per gallon based on current index prices for renewable diesel and other tax-based credits.
In May 2024, New Rise Reno and Phillips 66 entered into an addendum to the P66 Agreement, with an initial term of five years from the commencement date of September 1,2024, that extends the supply and offtake agreement to include feedstocks for renewable products and the sale of renewable products produced by New Rise Reno, including SAF, to Phillips 66. Under the amended terms of the agreement, the terms of the feedstock price remain unchanged to the original agreement and P66 will charge New Rise Reno for transportation and logistics costs, and terminal, storage, blending and distribution fees to bring the renewable products to market. At the end of the initial five-year term, the agreement shall automatically renew for two successive additional periods of five years, unless otherwise terminated according to the terms, bringing the total duration of the agreement to a potential term of 15 years. XCF Global and BGN have entered into a supply and offtake term sheet and are working towards a definitive agreement. As of the date of this joint proxy statement/prospectus, XCF and New Rise Reno do not have other feedstock supply or SAF off-take agreements in place.
October 1, 2025, New Rise Reno entered into an additional amendment to the P66 Agreement. The amendment modifies certain operational provisions of the Agreement, including clarifying that Phillips 66 retains title to feedstock while such feedstock is stored at the New Rise facility and that title transfers to New Rise only when the feedstock exits storage tanks and enters process units for conversion. The amendment also specifies New Rise’s obligations to maintain flow-metering equipment, provide daily inventory reports to Phillips 66, and conduct monthly reconciliations of volumes, and grants Phillips 66 a continuing right, exercisable upon written notice, to require reloading of feedstock
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from storage tanks into railcars. New Rise must, at its expense, maintain equipment and procedures to perform the reverse-flow operation described in the Amendment and permit Phillips 66 reasonable access to inspect related equipment and operations.
On April 2, 2026, Phillips 66 delivered notice to New Rise Reno of the termination of the P66 Agreement, and the P66 Agreement was terminated as of May 1, 2026. As of the date of this joint proxy/prospectus, the Company is evaluating the termination notice, its financial impact and is in discussions with Phillips 66 regarding an orderly wind-down and logistical matters associated with the termination of the P66 Agreement and the disposition of the feedstock.
On April 9, 2026, the Company entered into the BGN Term Sheet for a renewable fuel tolling agreement with BGN, pursuant to which it is anticipated that the Company will provide inside-the-fence logistics, production and refining services, storage and blending as well as marketing support in coordination with BGN’s sales and logistics teams. The initial term of the BGN Term Sheet is three years from the commencement of production. The parties have agreed to work in good faith to execute a definitive long form tolling agreement by November 15, 2026.
New Rise Reno 2 (Reno, Nevada)
On December 8, 2023, Legacy XCF also entered into the New Rise SAF Renewables MIPA to acquire all of the issued and outstanding membership interests in New Rise SAF Renewables Limited Liability Company from Soule and GL for an aggregate purchase price of $200.0 million. In October 2024, we filed a premerger notification with the FTC to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. On November 15, 2024, the thirty-day waiting period expired. Our acquisition of New Rise SAF was completed on January 23, 2025. At closing, the aggregate purchase price of $200 million was reduced by $12.7 million, which represented Legacy XCF’s five times liquidation preference for its preferred membership units. As a result, Soule was issued 15,036,170 shares of Legacy XCF common stock in exchange for his membership units, and GL was issued 3,693,830 shares of Legacy XCF common stock in exchange for its membership units and after consideration of its five times liquidation preference. Total consideration at closing was approximately $187.3 million or 18,730,000 shares of Legacy XCF common stock.
At the closing of the Prior Business Combination, the 15,036,170 shares of Legacy XCF common stock issued to Soule and the 3,693,830 shares of Legacy XCF common stock issued to GL were automatically converted into shares of XCF Class A common stock at an exchange ratio of approximately 0.68627. The 15,036,170 Legacy XCF shares converted into 10,318,915 shares of XCF Class A common stock and the 3,693,830 shares converted into 2,534,975 shares of XCF Class A common stock upon closing.
This acquisition resulted in Legacy XCF owning a 10-acre plot adjacent to the New Rise Reno production facility. XCF intends to leverage the pretreatment, electrical, water, rail spur, and other infrastructure at the existing New Rise Reno facility to build an additional SAF facility at New Rise Reno 2. As an adjacent site, we expect New Rise Reno 2 will be able to share in the existing utilities and transportation infrastructure already built. Since the lines, pipes, rail track, and other related infrastructure have already been constructed, we expect New Rise Reno 2 will be able to link into existing infrastructure rather than complete a full ground-up build. As we intend to utilize the same pre-treatment and hydrotreatment technology at New Rise Reno 2 that is currently in place at New Rise Reno, New Rise Reno 2 will utilize the same feedstocks as New Rise Reno. New Rise Reno 2 is anticipated to have estimated construction costs of $300 million and will take approximately 28 months to complete from the date construction begins. We anticipate beginning engineering work in 2026 with SAF production to begin in 2028, all dependent on our ability to raise and deploy necessary funding capital and effectively manage the project buildout timeline, of which there can be no assurances. XCF expects that New Rise Reno 2 could produce an additional 40 million gallons of neat SAF annually.
XCF will search for experienced EPC subcontractors to manage the construction of New Rise Reno 2. We may elect to use a service provider to provide operating and maintenance services for the New Rise Reno 2 SAF facility to provide critical operating and maintenance services to operate New Rise Reno 2. XCF intends to attempt to extend its existing supply and offtake agreement with Phillips 66 to the New Rise Reno 2 facility. The Company, however, may also pursue long-term offtake agreements with similar offtake partners, airlines, or FBOs and may also opportunistically pursue alternative feedstock suppliers. Currently, XCF does not have supply and offtake agreements for the New Rise Reno 2 production facility.
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Fort Myers (Fort Myers, Florida) and Wilson (Wilson, North Carolina)
On October 31, 2023, Legacy XCF entered into an asset purchase agreement with Good Steward Biofuels, LLC to acquire a biodiesel plant in Fort Myers, Florida, which we refer to as Fort Myers. Consideration for the purchase was paid at closing by our issuance of 9,800,000 shares of Legacy XCF common stock. The aggregate purchase price was $100.0 million, less $2.0 million in notes payable and loans assumed by Legacy XCF, using a stock price conversion factor of $10.00 per share.
At the closing of the Prior Business Combination, the 9,800,000 shares of Legacy XCF common stock issued to Good Steward were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 9,800,000 Legacy XCF shares converted into 6,725,474 shares of XCF Class A common stock upon closing.
On October 31, 2023, Legacy XCF also entered into an asset purchase agreement with Southeast Renewables, LLC to acquire a biodiesel plant in Wilson, North Carolina, which we refer to as Wilson, for an aggregate purchase price of $100.0 million. Consideration for the purchase was paid at closing by our delivery of a convertible promissory note in the principal amount of $23.0 million and issuance of 7,700,000 shares of Legacy XCF common stock. On December 29, 2023, Legacy XCF and Southeast Renewables, LLC entered into a note purchase agreement to convert the $23.0 million in principal outstanding and $297,425 in accrued interest at a conversion factor of $10.00 per share into 2,329,743 common stock shares.
At the closing of the Prior Business Combination, the 7,700,000 shares and 2,329,743 shares of Legacy XCF common stock issued to Southeast Renewables were automatically converted into shares of XCF Class A common stock at an exchange ratio of approximately 0.68627. The 7,700,000 and 2,329,743 Legacy XCF shares converted into 5,284,301 and 1,598,839 shares of XCF Class A common stock upon closing.
Both Fort Myers and Wilson are dormant biodiesel facilities, potentially strategically positioned to service the South Atlantic, East South Central, and Middle Atlantic markets.
• Fort Myers — The Fort Myers site is a 7-acre site that is leased from the Florida Department of Agriculture and was originally built to produce biodiesel and glycerin, a byproduct from biodiesel production. The Fort Myers site is located near I-75 on Florida’s Gulf Coast; this jurisdiction is not a Tier 1 ITC area.
• Wilson — Located in a Tier 1 ITC area near I-587 and I-95, the Wilson site is within 500 miles of New York City and Atlanta, GA, and 600 miles of Nashville, TN. This centric location enables Wilson to serve as an East Coast conduit as the business expands. The Wilson site is 3.75-acre site that was originally built to produce biodiesel and glycerin.
We are considering whether to further build-out and reconstruct the Fort Myers and Wilson sites into SAF, renewable fuels, and/or associated SAF-related infrastructure though environmental, market conditions, and other factors may ultimately indicate an alternative use is more advantageous. If both Fort Myers and Wilson are reconstructed to produce SAF, it is expected to take approximately 36 months to complete from the date construction commences with anticipated construction costs of approximately $350 million per site. The Company is preparing to commission a suitability analysis for each site to determine the optimal use case for each site, ensuring the highest possible accretion to revenue and net profit.
Future Expansion
XCF intends to leverage the selected technology stack and site design, configuration, and layout of its New Rise Reno production facility as a model for future sites.
We believe this site design requires less area to build a production facility and can be efficiently replicated as modular design allows for rapid expansion. The New Rise Reno site has four modules — feedstock receiving, pretreatment, hydrotreatment, and finished goods (neat SAF) offtake. The feedstock receiving and finished goods offtake modules have direct access to both rail and truck ports. This design increases operational efficiency because it facilitates direct unloading of feedstock for production and direct loading of SAF onto customers’ trucks or rail tanks. By directly unloading feedstock and finished goods rather than storing them for extended periods, the facility requires a smaller sized tank farm, thereby reducing the size of the facility and increasing the speed of construction. However, while
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we intend to have the New Rise Reno serve as the model, future sites will be designed on a case-by-case basis as facility designs will consider geographic opportunities and limitations; other operations related considerations will be addressed during feasibility studies and FID analysis.
XCF will consider both greenfield developments and facility conversion projects. The Company intends to prioritize future development in locales with favorable regulatory policies, in Tier 1 Renewable Chemical ITC areas in Trade Association for Commercial Property Assessed Clean Energy (C-PACE) approved states. XCF intends to regularly review its site selection criteria in concert with the evolving market dynamics, the unique and specific needs of each potential project, and frequent changes in local, state, and/or federal policies.
International Expansion
XCF intends to grow its international expansion strategy focused on accelerating the deployment of sustainable aviation fuel through capital-efficient partnerships. On October 9, 2025, XCF entered into a binding term sheet with New Rise Australia Pty. Ltd. We believe this approach leverages the Company’s proprietary facility design and process configurations, enabling regional partners to develop and operate renewable fuel projects while XCF retains ownership of its intellectual property. The model is structured with the goal of aligning long-term interests through equity participation, licensing-based revenue streams, and selective governance involvement. This framework is intended to support scalable growth in priority markets while maintaining a disciplined, asset-light approach to global expansion.
Prior Business Combination
On March 11, 2024, Focus Impact, NewCo, Merger Sub 1, Merger Sub 2, and Legacy XCF entered into a business combination agreement, pursuant to which Focus Impact agreed to combine with Legacy XCF in a series of transactions that would result in NewCo becoming a publicly traded company. On June 6, 2025, the parties to the Prior Business Combination Agreement completed the Prior Business Combination. In connection with the closing of the Prior Business Combination, NewCo changed its name to “XCF Global, Inc.” The terms of the Prior Business Combination Agreement provided that the Prior Business Combination would be completed on the closing date in two steps, with (i) Focus Impact merging with and into Merger Sub 1 (the “NewCo Merger”), with Merger Sub 1 surviving the NewCo Merger as a direct wholly owned subsidiary of NewCo and (ii) immediately following the NewCo Merger, Merger Sub 2 merging with and into XCF (the “Company Merger”), with XCF surviving the Company Merger as a direct wholly owned subsidiary of NewCo. Pursuant to the terms of the Prior Business Combination Agreement: in connection with the completion of the NewCo Merger (i) each share of Focus Impact Class A common stock, par value $0.0001 per share outstanding immediately prior to the effectiveness of the NewCo Merger was converted into the right to receive one share of XCF Class A common stock, par value $0.0001 per share (“XCF Common Stock”) (rounded down to the nearest whole share), (ii) each share of Focus Impact Class B common stock, par value $0.0001 per share outstanding immediately prior to the effectiveness of the NewCo Merger was converted into the right to receive one share of XCF Common Stock and (iii) each warrant of Focus Impact outstanding immediately prior to the effectiveness of the NewCo Merger was converted into the right to receive one XCF Warrant, with XCF assuming Focus Impact’s rights and obligations under the existing warrant agreement; and in connection with the completion of the Company Merger, each share of common stock of XCF outstanding immediately prior to the effectiveness of the Company Merger was converted into the right to receive shares of XCF Common Stock (rounded down to the nearest whole share) determined in accordance with the Prior Business Combination Agreement based on a pre-money equity value of XCF of $1,750,000,000, subject to adjustments for net debt and transaction expenses, and a price of $10.00 per share of XCF Common Stock.
At the closing of the Prior Business Combination, NewCo issued an aggregate of 142,120,364 shares of XCF Common Stock to equity holders of XCF in exchange for their equity interests in XCF. Subsequent to the Closing, XCF Global, Inc. issued an additional 10,268 shares to account for final closing balances bringing to the total issued aggregate shares in connection with the closing of the Prior Business Combination to be 142,130,632 shares of XCF Common Stock. In addition, pursuant to certain non-redemption agreements between Focus Impact and certain Focus Impact stockholders (the “Non-Redeeming Stockholders”), the Non-Redeeming Stockholders received 622,109 shares of XCF Common Stock at the closing of the Prior Business Combination. An aggregate of 1,200,000 shares of XCF Common Stock were also issued at the closing of the Prior Business Combination to Polar Multi-Strategy Master Fund, pursuant to the terms of a subscription agreement, dated as of November 3, 2025 between Focus Impact and Polar Multi-Strategy Master Fund.
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As of the closing of the Prior Business Combination and after giving effect to the NewCo Merger and Company Merger, XCF had approximately 149.3 million shares of XCF Common Stock outstanding. On a fully diluted basis, calculated using the treasury stock method and assuming the net exercise of all warrants that are in-the-money based on the closing price of Focus Impact on June 6, 2025, the fully diluted share count was approximately 157.8 million shares. The fully diluted share count does not include any out-of-the-money warrants. This share count is provided solely for the purpose of estimating market capitalization and may differ from accounting treatment under GAAP or from other financial metrics used in our public filings.
Business Combination
On January 26, 2026, XCF Global, entered into the Term Sheet with Southern Energy, DevvStream and EEME, which sets forth the principal terms and conditions of a proposed business combination and related financing transactions (collectively, the “Proposed Transaction”). Pursuant to the Term Sheet, and subject to the finalization of mutually agreeable merger structure and definitive transaction documents and ultimately the satisfaction of certain closing conditions, it is expected that Southern and DEVS will each merge with wholly-owned subsidiaries of XCF, with Southern and DEVS surviving, and their respective stockholders receiving shares of Common Stock of XCF, resulting in Southern and DEVS becoming wholly-owned subsidiaries of XCF.
In connection with and to support the Proposed Transaction and subject to the terms and conditions set forth in the Term Sheet, XCF agreed to invest $10 million to convert and build out its New Rise Reno facility for SAF blending and related corporate purposes (the “Plant Conversion”), to be funded through the sale by XCF to EEME of $10 million of Common Stock; provided that in no event shall XCF issue to EEME, nor shall EEME (i) acquire more than 41,639,170 shares of XCF’s common stock pursuant to this Term Sheet or (ii) acquire or to otherwise become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of a number of shares of Common Stock in excess of 19.99% of the issued and outstanding shares of Common Stock as of the date hereof until such time as XCF has obtain stockholder approval for such issuance (the “Share Cap”), which XCF obtained on March 6, 2026. Subsequent to the execution of the Term Sheet, EEME has purchased 69,000,000 shares of Common Stock for $6,900,000. The issuance and sale to EEME of the remaining 31,000,000 shares of Common Stock is expected to be consummated periodically during the period ending during the week of March 31, 2026, but there can be no assurances in this regard. EEME is expected to have customary demand and piggy-back registration rights and will not be subject to any lock-up or other transfer restrictions (other than as imposed by applicable securities laws or underwriters.) EEME’s obligation to acquire such shares is independent of the remainder of the proposed Transaction contemplated by the Term Sheet. The offer and sale of the shares of XCF common stock to EEME, will be made in reliance upon Section 4(a)(2) under the Securities Act, or upon such other exemption or exclusion from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions with the EEME to be made under the Term Sheet.
On March 6, 2026, XCF Global held a Special Meeting of Shareholders. At this special meeting, the XCF Global shareholders approved the potential issuance of 19.99% or more of XCF Global’s issued and outstanding common stock as of January 26, 2026 to a single investor, thus removing the Share Cap.
The Term Sheet provides that the XCF Global Board post-closing will be comprised of four members designated by XCF (including XCF’s Chief Executive Officer, Chris Cooper, as chair), two members designated by Southern, and one member designated by DEVS.
The Term Sheet includes customary provisions regarding definitive agreements, including that the business combination agreement and related agreements will contain customary representations, warranties, covenants, indemnities, limitations on indemnity, termination provisions, and other terms typical for transactions of this nature.
The Term Sheet further provides for certain interim covenants and restrictions, including, but not limited to, that (so long as EEME continues funding under the schedule) XCF will not issue securities under its equity line of credit without EEME’s approval, neither XCF nor DEVS will effect any reverse split without EEME’s prior written consent, and neither XCF, Southern, nor DEVS (or their affiliates) will sell shares to brokers for naked short coverage.
The Term Sheet is governed by Delaware law, contains customary confidentiality provisions, and will remain in effect until the earliest of: 180 days after its date, execution of definitive agreements, mutual written termination, termination by XCF for failure by EEME to timely fund per the schedule, termination by any party based on unsatisfactory due diligence, or termination by any party to fulfill fiduciary duties in respect of a superior offer.
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There can be no assurance that any of the foregoing conditions will be satisfied or waived, that the definitive agreements necessary to consummate the Proposed Transaction will be entered into, or that the Proposed Transaction will be consummated on the terms described herein or at all. The closing the Proposed Transaction, including the satisfaction of the closing conditions, are subject to numerous factors, many of which are outside the control of XCF, including market conditions, regulatory approvals, the actions of third parties, the ability of the parties to negotiate and execute definitive agreements, and the achievement of specified operational and financial milestones, including certain conditions that depend on the business performance and operating results of XCF. Although the Term Sheet provides that certain provisions are binding on the parties, it does not obligate the parties to consummate the Proposed Transaction, and the Term Sheet reflects preliminary, non-final terms that remain subject to further negotiation, modification, and approval by the applicable boards of directors and special committees and may be terminated in accordance with its terms, including in circumstances involving an alleged breach. Any such termination, or a failure by the parties to agree on definitive documentation, could result in disputes or litigation relating to the interpretation, enforceability, or performance of the binding provisions of the Term Sheet, which could be costly, time-consuming, divert management attention, and adversely affect the financial condition or liquidity of one or more of the parties, including their ability to pursue or defend such claims. Accordingly, investors should not place undue reliance on the consummation of the Proposed Transaction or on the achievement of any related milestones or financial thresholds. Moreover, even if the Proposed Transaction is consummated, the parties may never achieve the purpose of the Proposed Transaction and the market value the parties are aiming to achieve may never materialize.
Competitive Strengths and Advantages: XCF Global’s Full Suite of Capabilities
In addition to New Rise Reno, XCF has several projects in the pipeline and intends to capitalize on an early mover advantage and strong regulatory and market tailwinds for sustainable fuels to become a leading producer of SAF in the United States. XCF believes it has the opportunity to leverage repeatable site design, proven technologies, flexible and versatile feedstock requirements, and a variety of financing sources to build a strong foundation for realizing its planned growth model.
Early Mover Advantage
XCF is currently one of the few publicly traded renewable fuels companies primarily focused on SAF in the United States, with the stated intention to be a majority SAF producer, distinguishing itself from peers that are predominantly legacy crude oil refiners. The Company holds a strategic early-mover advantage with commercial production of SAF currently expected to begin as early as the third quarter of 2026, and a production facility design that can be replicated.
The current competitive landscape for SAF production facilities in North America is illustrated in the graphic below, which shows SAF production facilities that are currently operational (producing SAF), that are currently under construction, and that are proposed or under development (pre-construction).
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____________
Source: Argus SAF Capacity Map, June 2025
Reliable, Proven Technologies
XCF uses a two-stage production process, using pretreated feedstock with the established hydrotreated and isomerization of esters and fatty acids (HEFA) pathway. The HEFA pathway is a process for refining vegetable oils, waste oils, or fats into SAF through hydroprocessing and isomerization, which removes sulfur, oxygen, nitrogen and metals from the feedstock.
Pretreatment is a key stage of the production process in that it allows facilities to react to changes in feedstock market conditions and de-risk the supply chain even in times of high volatility. Additionally, pretreated feedstocks support a longer catalyst life which results in less frequent shutdowns for catalyst changeout. A pretreatment stage is already in place at New Rise Reno. XCF intends to employ a pretreatment stage at each facility or, depending on realized expansion plans, develop a regional pretreatment hub for its feedstock.
There are multiple technology pathways to produce SAF approved by ASTM, a global organization that develops and provides standards for various industries and applications. ASTM is an international standards organization that produces standards for SAF, among other things. XCF uses the HEFA pathway, due to the lower capital costs, reliability, and the availability of feedstocks which are close in energy density to fossil fuels. HEFA, approved in June 2011, is a proven technology currently in use at multiple advanced biofuel refineries worldwide to produce SAF and renewable diesel. While SAF has multiple ASTM-approved pathways, HEFA-based SAF is the only product that is commercially available today.
XCF processes a variety of waste- and residue-based feedstocks into renewable fuels. These feedstocks, which are not suitable for direct human consumption, include waste oils, agricultural residues, animal fats, and co-products from industrial agriculture. These feedstocks are hydroprocessed under the HEFA pathway to break apart the long chain of fatty acids and subsequently hydro-isomerized and hydrocracked. In this process, feedstock undergoes a hydrodeoxygenation process in which the removal of the oxygen atom from the reactant occurs in the presence of hydrogen. Then, the hydrocarbons are cracked and isomerized, a refining process that alters the fundamental arrangement of atoms in the molecule without adding or removing anything from the original material, to jet fuel chain length. The HEFA process is similar to that used for hydrotreated renewable diesel production, only with a more intense cracking of the longer chain carbon molecules. Airlines currently use SAF that is blended with fossil jet fuel. SAF that has not been blended with another fuel is referred to as “neat SAF” which represents the end product produced by our production facilities. Currently, there are no specific mandates as to the ratio of blended SAF that must be used by the aviation industry. XCF’s ability to sell blended SAF results in less neat SAF being sold on a per
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gallon basis leading to the ability to earn additional revenues on a per gallon basis. XCF has had discussions with potential offtake partners to provide Jet-A/SAF blends of 90/10 and 80/20. In 2011, ASTM put forth ASTM D7566 SAF (HEFA) that regulates blended SAF ratios at a maximum ratio of 50/50.
Hydrogenation is a key part of the SAF production process whereby a chemical reaction is created between molecular hydrogen and another element or compound. The proprietary hydrogenation technology we use is licensed by New Rise Reno from Axens North America, a wholly-owned subsidiary of IFPEN and one of the industry leaders in process and catalyst development with more than 3,000 industrial units under license. New Rise Reno and Axens entered into a perpetual license agreement on Axens technology enables versatile hydrotreatment, boosts yields, and facilitates longer catalyst life. In addition to the technology license, a guarantee agreement has also been executed. Axens’ technology is in place at New Rise Reno and XCF intends to obtain similar licenses from Axens to utilize Axens’ technology at future sites.
On December 9, 2020 New Rise Reno and Axens North America Inc. entered into a license agreement whereby New Rise Reno received the non-exclusive right to utilize Axens’ liquid full hydrotreating technology and related process thereto, in exchange for a one-time license fee of $1,050,000, consisting of: i) a project closing fee of $200,000, ii) a fee of $200,000 on project acceptance, which is not to exceed four years after the effective date of the agreement, iii) $350,000 after one-year of operation following the acceptance date, iv) $200,000 after two years of operation following the acceptance date, and v) 100,000 after three years of operation following the acceptance date. Under terms of the agreement, project acceptance is defined as the date that Axens has completed its performance tests, which includes inspection of the Axens unit to check conformity with the process design and reactor inspection. In addition, acceptance will be confirmed with an acceptance certificate issued between New Rise and Axens. To date, a total of $200,000 has been paid as part of the license agreement and acceptance criteria has not yet been met. The license agreement does not require royalties paid to Axens North America, Inc. The related license to use the Axens technology and process is effective so long as New Rise Reno continues to utilize the Axens process and the related hydrotreating equipment. The license agreement is non-transferrable except that it may be assigned to an affiliate or successor of the assigning party or upon written consent of the parties. Axens has the right to terminate the license agreement in the event of New Rise’s uncured breaches of the agreement, including failures to make payment, use of Axens’ intellectual property outside of the scope of the license and breaches of confidentiality obligations.
Production Process
Versatile Feedstock Base
Like New Rise Reno, XCF intends that future production facilities will also have feedstock pretreatment equipment. This attribute affords XCF the flexibility to utilize and/or shift to a variety of different low carbon intensity feedstocks due to the pretreatment technology and Axens hydrotreater technology in use at New Rise Reno and intended to be deployed at future sites.
Commonly used feedstock sources for production of renewable fuels from triglycerides, an ester derived from glycerol and three fatty acids which are the main constituents of body fat in humans and other vertebrates, as well as vegetable fat, have been distillers corn oil (“DCO”), refined, bleached and deodorized soybean oil (“RBD SBO”), canola oil, and waste oils such as used cooking oil, yellow grease, and animal tallow (from meat processing). XCF processes a variety of waste- and residue-based feedstocks into renewable fuels. These feedstocks, which are not suitable for direct human consumption, include waste oils, agricultural residues, animal fats, and co-products from industrial agriculture. XCF has used DCO, a byproduct of U.S. ethanol production, to produce SAF and uses crude degummed soybean oil, a co-product of the U.S. oilseed supply chain, to produce renewable diesel. The Renewable Fuel Standard
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(RFS) program and Low Carbon Fuel Standard are major drivers for the demand for production of renewable fuels in the U.S. market which in turn leads to demand for feedstock resources. A summary of these feedstocks according to a July 2023 publication by Burns McDonnell titled, “Renewable Diesel Feedstocks: Considering Plant-and Animal-Based Options,” follows:
• Animal Fats: The processing of animals produces approximately 10 million pounds of triglycerides as rendered animal fats annually. Historically, around one-third of these triglycerides are used in the human food chain and in consumer products while one-third is used in animal feed, and the final third, approximately 3.5 billion pounds, is used as a feedstock to produce renewable fuels.
• Canola: In North American, roughly 1 billion bushels of canola are produced per year. While around ~40% of the crop is exported, approximately 60% is crushed in North America to produce canola meal and yielding around 3.3 billion pounds of oil. In 2022, the EPA approved a pathway for canola as a feedstock for renewable fuel.
• Corn: Approximately 14.5 billion bushels of corn are produced in the US and Canada annually making it the largest available source of triglycerides. A 56-pound bushel of corn can yield approximately 2 pounds of oil, indicating a potential volume of 29 billion pounds of corn oil available in the market. Per the USDA, roughly 40% of corn is processed into ethanol and is mixed into renewable fuels today. New Rise previously used 100% DCO for renewable diesel production due to the availability, economical price point, and higher purity than other fats, oils, and greases currently on the market today.
• Soybean: There are approximately 4.8 billion bushels of soybeans produced in the US and Canada annually. Around 50% of this production is utilized domestically while the remaining volume is exported as whole beans. Soybeans which are utilized domestically are crushed to produce soybean meal for livestock use and soybean oil. A 60-pound bushel of soybeans can yield approximately 12 pounds of soybean oil. Approximately 60% of the oil is used in food and industrial applications while approximately 40% of the oil produced, around 11 billion pounds, is used in the production of renewable fuels. New crush capacity under construction in the U.S. is expected to increase the percentage of soybeans used domestically which is intended to result in the availability of additional supply to support growth in the demand for oil to produce renewable fuels.
• Waste Oils: Waste oils, referred to as recycled or mixed oils in the referenced Burns McDonnell publication, used as feedstocks for renewable fuel production include lower-quality fats and oils such as used cooking oil, yellow grease, and other rendered products. These products may have higher concentrations of triglyceride degradation, such as free fatty acids, ketones and aldehydes or other materials identified as moisture, insoluble and unsaponifiables. While these properties limit some commercial uses for these triglycerides, as recovered co-products, they have low carbon intensity which makes them attractive as feedstocks for the production of renewable fuels.
As part of its long-term strategy, XCF intends to build an integrated business model that includes feedstock supply and delivery to its plants; XCF has identified strategic partnerships to facilitate this objective. Through vertical integration, XCF believes that it can position itself to secure a reliable source of sustainable non-food feedstock volumes at competitive pricing. By working with strategic partnerships, XCF expects to have the ability to purchase non-food feedstock crops, farm-direct and partner with underutilized crush facilities and/or expand collection networks for used cooking oil and other waste and by-product oils. These initiatives are intended to both reduce the overall feedstock cost to XCF’s production facilities and ensure reliable supply as competition for feedstocks increases in the coming years.
Financing
Government sponsored loans, grants, and other programs are part of a regulatory environment that supports the development of SAF facilities and continued adoption of SAF by the aviation industry. Management has identified various government-sponsored programs which may provide lower-cost financing and tax credits for some XCF facilities. Management is also actively engaged in discussions with multiple potential investors regarding capital needed for the conversion of existing production facilities to SAF production and construction and conversions of additional productions facilities. We intend to identify and apply for multiple financing options for these facilities, which includes grants, loans and other financing arrangements as opportunities materialize in the near future.
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Greater Nevada Credit Union Loan
New Rise Reno operates our existing production facility in Reno, Nevada. New Rise Reno has four notes payable outstanding, in aggregate principal amount of $112,580,000, to GNCU, as the successor to Jefferson Financial Federal Credit Union (the “GNCU Loan”). The GNCU Loan was underwritten by certain guarantees issued by the USDA under the Biorefinery, Renewable Chemical and Biobased Product Manufacturing Assistance Program, which guaranteed 100% of the principal amount of the notes evidencing the GNCU Loan (the “USDA Guaranty”). Pursuant to the terms and conditions of the USDA Guaranty, the GNCU Loan is secured by a priority first lien on all assets of the project, except for inventory and accounts receivable, which may be used by New Rise Reno for routine business purposes so long as New Rise Reno is not in default of the GNCU Loan. The USDA must approve, inter alia, the accounts agreement, any issuance of additional debt by New Rise Reno, the transfer or sale of New Rise Reno assets or collateral, lien priorities, the substitution, release or foreclosure on the collateral, and GNCU’s exercise of any rights it has relating to the GNCU Loan, including those rights provided in the notes evidencing the GNCU Loan and the other transaction documents relating to the GNCU Loan. In addition, New Rise Renewables is a guarantor of the GNCU Loan.
On March 28, 2025, counsel for GNCU and Greater Nevada Commercial Lending, LLC (the servicer for the GNCU Loan) provided notice to New Rise Reno asserting that an event of default has occurred with respect to the GNCU Loan as a result of New Rise Reno’s failure to make required minimum monthly payments. The letter also demands that New Rise Reno and New Rise take immediate steps to bring the GNCU Loan current and to cure any and all other non-payment-related defaults that may exist, as well as a demand that New Rise Reno and New Rise provide evidence sufficient for GNCU to determine that it remains secure and that the prospect of repayment of the GNCU Loan has not been impaired by any material adverse change in New Rise Reno’s financial condition, or in the financial condition of New Rise, as a guarantor of the GNCU Loan. GNCU has demanded that the GNCU Loan be brought current, including payment of all late charges, no later than close of business on May 27, 2025. As of December 31, 2025, New Rise Reno has not made payment of the amounts demanded. As of December 31, 2025, the amount required to bring the GNCU Loan current is approximately $29,000,000 inclusive of principal and interest, excluding approximately $2,700,000 of penalties/late charges.
GNCU’s rights and remedies in connection with an event of default include acceleration of the unpaid principal amount of the GNCU Loan, and/or possession, control, sale, and foreclosure on any collateral, including all rights and interests in and to the real property on which the SAF production facility is located (including any after-acquired fixtures, equipment and improvements to the production facility) under the terms of the Ground Lease by and between Twain, as the landlord, and New Rise, as the tenant, dated March 29, 2022 (the “Ground Lease”), which is discussed below under “Twain Ground Lease.” GNCU would be obligated to obtain USDA approval in the event that GNCU seeks to exercise any rights it has under the GNCU Loan, including GNCU’s rights prescribed in the notes evidencing the GNCU Loan and related loan documents (including any attempt to foreclose or sell any collateral). The notes also permit GNCU to refrain from taking any action on any of the notes, collateral or any guarantee with the approval of USDA.
On August 6, 2025, GNCU counsel sent a letter to New Rise Reno notifying New Rise Reno of (1) additional events of default under the existing loan documents relating to the GNCU Loan, (2) failure to timely cure the ongoing payment default on the GNCU Loan by the deadline set forth in the demand to cure addressed to New Rise Reno dated March 3, 2025, and (3) the acceleration of the full unpaid balances of the GNCU Loan pursuant to GNCU’s rights under the loan documents relating to the GNCU Loan. The acceleration notice indicated that the amount owing as of August 5, 2025, excluding applicable fees, costs, and penalties, is $130,671,882. Subsequent to the notification, counsel for the Company and counsel for GNCU engaged in discussions regarding the notification, and on August 27, 2025, the Company, on behalf of New Rise Reno and GNCU entered into a Pre-Negotiation Letter outlining the terms under which the parties would engage in discussions for the purpose of entering into letter agreements, meetings, conferences, and written communications with respect to the outstanding default notice and balance due to GNCU. The Pre-Negotiation letter does not obligate any party to take any action with respect to the GNCU Loan and GNCU expressly reserved its rights under the loan documents relating to the GNCU Loan.
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On August 27, 2025, the Company and New Rise Reno received a notice from GNCU withdrawing the August 6, 2025 notice of acceleration. Besides withdrawing the notice of acceleration, this notice of withdrawal specifies that GNCU does not withdraw, modify, or waive the notice of additional events of default and failure to timely cure ongoing payment default set forth in the August 6, 2025 notice of acceleration, which conditions remain in effect. GNCU also does not withdraw or modify the March 6, 2025 demand to cure.
If GNCU pursues one or more of its available remedies under the GNCU Loan, the notes and related loan documents and is successful in exercising its possessory or foreclosure remedies, or is successful in obtaining a judgment requiring New Rise Reno, New Rise or XCF to pay penalties and damages in addition to amounts New Rise Reno may owe under the GNCU Loan, such events would materially disrupt our operations and impair our ability to generate revenue, and, in the case of GNCU taking possession of the facility and/or our assets, could result in a temporary or permanent cessation of our operations at the New Rise Reno production facility. Any of these results would have a material adverse effect on our business and financial condition and would materially impair our ability to execute our business plan. In addition, the existence of defaults under the GNCU Loan and the Ground Lease could make it more difficult to us to obtain financing on acceptable terms, or at all, which would materially impair our ability to execute our business plan.
XCF is in active discussions with GNCU to resolve the matters addressed in GNCU’s notice to New Rise Reno, including the possibility of a potential forbearance or modified loan payment schedule while XCF seeks and secures financing and ramps-up SAF production so as to generate sufficient cash flows from operations to be able to make payments under the GNCU Loan, including any past due loan payments and penalties. XCF is making minimal monthly payments to GNCU as a gesture to provide XCF temporary relief until the New Rise Reno facility is upgraded in the second quarter of 2026. However, XCF is actively evaluating financing alternatives with other financial institutions and investors that would allow the re-financing of the GNCU Loan and the Ground Lease payments (as discussed below). However, there can be no assurance that we will be able to reach agreement with GNCU or Twain to resolve these matters on acceptable terms, or at all, or obtain sufficient financing to allow us to re-finance the GNCU Loan and Ground Lease payments and also execute our business plan.
Twain Ground Lease
New Rise Reno leases the land on which the New Rise Reno production facility is located pursuant to a ground lease evidenced by the Ground Lease effective as of March 29, 2022, between Twain, as the landlord and New Rise Reno, as the tenant. Pursuant to the Ground Lease, New Rise Reno is obligated to pay Twain base and supplemental rent quarterly in amounts set forth therein. The land was acquired by Twain from New Rise Reno pursuant to the terms of a Purchase and Sale Agreement dated as of March 29, 2022, by and between Twain, as the buyer and New Rise Reno, as the seller.
On April 18, 2025, and April 30, 2025, counsel to Twain provided notice to New Rise Reno asserting that New Rise Reno is in default of the terms of the Ground Lease for its failure to make certain payments that are due and owing thereunder. In the notices, Twain sought immediate payment from New Rise Reno to cure the claimed default. These notices were in addition to prior correspondence directed to New Rise Reno from counsel on behalf of Twain dated December 7, 2023, and June 21, 2024, also asserting to certain defaults under the Ground Lease relating to failures to make required payments. The April 18, 2025, notice demanded payment by April 28, 2025, and the April 30, 2025, notice demanded immediate payment. As of the date of this filing, New Rise Reno has made minimal monthly payments to Twain as a gesture to provide XCF temporary relief until the New Rise Reno facility is upgraded in the second quarter of 2026. As of December 31, 2025, the amount required to satisfy the amounts owing under the Ground Lease totaled approximately $29,000,000, comprised of (i) $18,400,000 of lease payments and (ii) $10,600,000 of late fees and penalties.
Twain’s remedies in the case of an event to default under the Ground Lease include the right to terminate the lease, the right to bring an action to recover the amount of all unpaid rent earned as of the date of termination or in the amount of all unpaid rent for the balance of the term of the lease, and to seek any other amount necessary to compensate Twain for New Rise Reno’s failure to perform its obligations under the Ground Lease. Twain’s available remedies also include the right to take possession of, operate, and/or relet the premises. As discussed above regarding the GNCU Loan, Twain’s secured interests are subordinate to those of GNCU. If Twain were to exercise its possessory or foreclosure remedies under the Ground Lease, it would need to seek approval from and coordinate with GNCU, which in turn would need to consult with USDA. Alternatively, Twain could file a legal action against New Rise Reno, seeking all unpaid rent and damages.
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If Twain pursues one or more of its available remedies under the Ground Lease and is successful in exercising its possessory or foreclosure remedies, or is successful in obtaining a judgment requiring New Rise Reno or XCF to pay penalties and damages in addition to amounts New Rise Reno may owe under the Ground Lease, such events would materially disrupt our operations and impair our ability to generate revenue, and, in the case of Twain taking possession of the facility and/or our assets, could result in a temporary or permanent cessation of our operations at the production facility. Any of these results would have a material adverse effect on our business and financial condition and would materially impair our ability to execute our business plan. In addition, the existence of defaults under the GNCU Loan and the Ground Lease could make it more difficult for us to obtain financing on acceptable terms, or at all, which would materially impair our ability to execute our business plan. In addition, the existence of defaults under the Ground Lease and the GNCU Loan could make it more difficult for us to obtain financing on acceptable terms, or at all, which would materially impair our ability to execute our business plan.
Twain Forbearance Agreement
On June 11, 2025, XCF Global, New Rise Reno and Twain entered into a forbearance agreement, pursuant to which Twain has agreed to forbear from exercising its rights and remedies under the Ground Lease and related documents and/or applicable law with respect to any alleged defaults or alleged events of default until September 3, 2025, subject to certain conditions and exceptions provided in the forbearance agreement. In consideration of Twain’s forbearance, XCF Global issued 4,000,000 shares of XCF Global common stock to Twain. The shares were registered for sale in the Form S-1A filed with the SEC on November 26, 2025. The net proceeds of any sale of these shares are to be credited on a dollar-for-dollar basis against any remaining principal, interest, and penalties owed by New Rise Reno to Twain.
On April 29, 2026, New Rise Reno entered into a second forbearance agreement with Twain. The terms of the second forbearance agreement call for, among other things, the issuance of 4,000,000 shares of XCF Global common stock and the monthly payment of the greater of (i) $150,000 and (ii) 40% of the free cash flow generated from the operations of New Rise from the prior calendar month. XCF Global will use its reasonable best efforts to file a registration statement to register for resale such shares. In the event that the aggregate net proceeds received by the landlord from the sale of the landlord shares exceeds the aggregate amount of principal, interest, penalties and repurchase premium owed by the XCF Global to Twain pursuant to the lease agreement the landlord shall immediately transfer the remaining landlord shares to XCF.
As discussed above with respect to the GNCU Loan, XCF is actively evaluating financing alternatives with other financial institutions and investors that would allow the re-financing of the GNCU Loan and the Ground Lease payments. However, there can be no assurance that we will be able to reach agreement with GNCU or Twain to resolve these matters on acceptable terms, or at all, or obtain sufficient financing to allow us to re-finance the GNCU Loan and Ground Lease payments and also execute our business plan.
Southeast Related Indebtedness
As part of the acquisition of the Fort Myers and Wilson facilities, Legacy XCF assumed an unsecured debt of $1,519,625. As of the date of this filing, the Company is in default under certain of these unsecured loan agreements due to the non-payment of scheduled principal and/or interest amounts and although the holder hasn’t yet exercised its rights, it could call the note or take other action at any time. The affected loans have an aggregate principal balance of approximately $983,750 and interest payable of approximately $353,875 and carry maturities ranging from 2021 to 2024. No payments have been made as of the date of this filing on these obligations.
The Company is actively engaged in discussions with the affected lenders regarding potential amendments, forbearance arrangements, or restructuring of the outstanding obligations, but there can be no assurance that such discussions will result in a favorable outcome or a waiver of the existing defaults. As of the date of this filing, the lenders have not taken any formal enforcement actions.
These defaults could result in a range of adverse consequences, including but not limited to:
• The acceleration of repayment obligations, at the lenders’ discretion;
• The imposition of penalty interest rates or fees;
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• Restrictions on the Company’s ability to access future financing; and
• Negative impacts on the Company’s credit profile and vendor relationships.
The Company’s ability to continue funding operations, meet upcoming working capital requirements, and pursue its strategic initiatives is dependent on resolving the loan defaults, securing additional financing, and/or generating sufficient cash flows from operations. The Company is exploring all available options to preserve liquidity, including equity financing, asset sales, or strategic partnerships.
XCF Operations and Management
XCF uses a combination of internal management and third-party service providers to manage the business and plant operations and may make changes to its operations management model from time to time depending on business conditions. Management is primarily responsible for feedstock acquisitions, off-take agreements, growth and acquisition strategy, execution of current business plans, financing of existing and future projects, day-to-day plant operations and maintenance, and management of third-party service providers. Third-party service providers are expected to be utilized for EPC services; however, the company may elect to engage third-party service providers to manage the day-to-day plant operations and maintenance of future sites.
Encore
Encore was one of the EPC companies that was subcontracted to build New Rise Reno. Encore managed the conversion of New Rise Reno to SAF production. Encore is 100% controlled by Soule, who is currently our second largest shareholder.
Encore was responsible for:
• Procurement and installation of new equipment as it relates to construction projects;
• Procurement of all structural materials, instruments, controls and programming for plant construction;
• Infrastructure expansion and procurement of related equipment; and
• Overall project management for related construction projects.
XCF does not have any future plans to use Encore at the New Rise Reno facility or any other projects.
Orion Plant Services, Inc.
In February 2024, we signed an operations and maintenance agreement with Orion. Orion’s responsibilities included:
• Monitoring and operating the production facility;
• Monitoring and troubleshooting any mechanical or electrical issues and taking necessary corrective actions;
• On-site training to its employees;
• Plant performance and improvement plans;
• Health and safety compliance;
• Overall project management and control; and
• Development of training and facility procedures as it relates to facility setup, hiring and training, tank farm and rail yard, utilities, hydrotreater, facility commissioning and maintenance programs.
In Q4 2024, New Rise Reno terminated its agreement with Orion and directly hired the employees rather than utilize the service provider. New Rise Reno currently manages day-to-day operations and maintenance at the New Rise Reno facility.
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Market Environment
Transportation and Greenhouse Gas Emissions
The transportation sector has been identified as a leading contributor of greenhouse gas emissions in the United States for the last three decades. The “Inventory of U.S. Greenhouse Gas Emissions and Sinks (Inventory)” is an annual report published by the EPA which tracks U.S. greenhouse gas emissions and sinks by source, economic sector, and greenhouse gas going back to 1990. Additionally, the EPA uses the Greenhouse Gas Reporting Program (GHGRP) which requires reporting of greenhouse gas data and other relevant information from large GHG emission sources, fuel and industrial gas suppliers, and CO2 injection sites in the United States; reported data is made available in October of each year.
The gasses covered by the latest Inventory report (2022) include carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride, and nitrogen trifluoride. The national greenhouse gas inventory is submitted to the United Nations in accordance with the Framework Convention on Climate Change. According to this report, the primary sources of greenhouse gas emissions by economic sector in the U.S. are:
Transportation (28.5%) — The transportation sector generates the largest share of greenhouse gas emissions. Greenhouse gas emissions from transportation primarily come from burning fossil fuel for cars, trucks, ships, trains, and planes. Over 94% of the fuel used for transportation is petroleum based, which includes primarily gasoline and diesel.
Electricity production (25.0%) — Electric power generates the second largest share of greenhouse gas emissions and includes emissions from electricity production used by other end use sectors. In 2022, 59% of electricity was produced from burning fossil fuels, mostly coal and natural gas.
Industry (23.0%) — Greenhouse gas emissions from industry primarily come from burning fossil fuels for energy, as well as greenhouse gas emissions from certain chemical reactions necessary to produce goods from raw materials. If emissions from electricity use are allocated to the industrial end-use sector, industrial activities account for a much larger share (~30%) of the U.S.’s greenhouse gas emissions.
Market Opportunity and Demand for Renewable Fuels
The market for renewable fuels is nascent but growing, though energy use in the industry is still dominated by liquid transportation fuels derived from fossil, carbon-based raw materials. Through a combination of loan and grant programs and tax incentives, state and federal government organizations have taken the lead in stimulating the demand for and adoption of SAF providing significant tailwinds for both SAF supply and demand, driving a need for new plants and increased production. The transportation industry has responded by seeking sustainable fuel alternatives and making commitments for incorporating SAF into their fuel programs with key milestones in 2030 and 2050.
According to the U.S. Energy Information Administration, in 2023, petroleum products accounted for approximately 89% of total U.S. transportation sector energy use. Biofuels contributed approximately 6%, most of which were blended with petroleum fuels (gasoline, diesel fuel, and jet fuel). Gasoline, accounting for 52% of transportation energy use, is the dominant transportation fuel in the United States, followed by distillate fuels (mostly diesel fuel) at 22% and jet fuel at 12%.
As various industry bodies and governmental agencies have announced aspirational decarbonization targets by 2050, XCF believes that market and political sentiment will continue to shift in favor of sustainability, significantly altering the mix of fuel consumption in favor of renewable fuels. Decarbonization refers to the removal or reduction of carbon dioxide (CO2) output into the atmosphere.
The renewable fuels that XCF will produce at its facilities are designed to meet the EPA’s Renewable Fuel Standard (RFS), which requires a minimum volume of transportation fuels sold in the U.S. to contain renewable fuel to help reduce greenhouse gas emissions. The final volume requirements under the EPA’s RFS are set forth below. On July 1, 2022, the EPA issued final Renewable Fuel Volume Requirements for calendar years 2020, 2021, and 2022. On June 21, 2023, the EPA announced a final rule to establish RFS volumes for 2023, 2024, and 2025. The EPA Administrator has the discretion to determine the volume amounts for all fuel categories starting in 2023. These volume mandates drive demand for renewable fuels. Decarbonization refers to the removal or reduction of carbon dioxide (CO2) output into the atmosphere.
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|
Renewable Fuel Volume Requirements 2020-2025 |
||||||||||||
|
(billion RINs) |
||||||||||||
|
Year |
2020 |
2021 |
2022 |
2023 |
2024 |
2025 |
||||||
|
Cellulosic Biofuel |
0.51 |
0.56 |
0.63 |
0.84 |
1.09 |
1.38 |
||||||
|
Biomass-Based Diesel(A) |
2.43 |
2.43 |
2.76 |
2.82 |
3.04 |
3.35 |
||||||
|
Advanced Biofuel |
4.63 |
5.05 |
5.63 |
5.94 |
6.54 |
7.33 |
||||||
|
Renewable Fuel |
17.13 |
18.84 |
20.63 |
20.94 |
21.54 |
22.33 |
||||||
____________
(A) Biomass-Based Diesel is given in billion gallons
The market for renewable fuels is also driven by the adoption of low-carbon fuel standards in certain states and Canadian provinces. Low-carbon fuel standards programs establish levels of carbon intensity for transportation fuels and requires fuel providers to demonstrate that the volume and type of fuel they supply for use in that state or province meets the carbon intensity level or standard that is established for that year. Businesses such as XCF that create cleaner fuels will generate credits that can be sold to fuel users who must offset deficits.
The SAF Opportunity
According to the IEA, in 2023, aviation accounted for 2.5% of global energy-related CO2 emissions, having grown faster in recent decades than rail, road or shipping. While aviation has gradually become less energy intensive on a passenger per mile basis as aircraft have become more efficient, efficiency gains can only go so far toward reaching climate goals. SAF allows for the decarbonization of the fuel without requiring changes to the aircraft technology or other aviation related infrastructure. According to the IATA, SAF could contribute around 65% of the reduction in emissions needed by aviation to reach net zero CO2 emissions by 2050.
Commercial aviation has developed largely due to the relatively high energy per unit mass of traditional fossil-based jet fuel, which can power planes for the necessary durations and distances without adding unmanageable weight. To date, no other traditional energy source has proved a viable substitute.
However, recent engineering of SAF has produced a sustainable alternative chemically similar to traditional jet fuel which achieves the energy density required to power large aircraft. This makes SAF a drop-in fuel, in that it seamlessly integrates with existing aviation infrastructure without the need for modification and is easily blended with or used in place of traditional Jet-A. While there is no mandated or established industry standard for the blend rate, the maximum Jet-A and SAF blend ratio is up to 50/50 (fossil jet fuel: neat SAF). We have the ability to deliver neat SAF but we expect offtake partners to require a ratio of blended SAF. Notably, regulatory intervention or the establishment of a common blend standard could impact the Company’s financial outlook. In 2011, ASTM put forth ASTM D7566 SAF (HEFA) that regulates blended SAF ratios at a maximum ratio of 50/50. As SAF is produced from sustainable feedstocks, using SAF could drive significant reductions in carbon emissions.
Due to SAF’s promise as a viable substitute for fossil-based jet fuels, in 2021 the U.S. Department of Energy (DOE), the U.S. Department of Transportation (DOT), the U.S. Department of Agriculture (USDA), and other federal government agencies announced the Sustainable Aviation Fuel Grand Challenge, as part of a comprehensive strategy for scaling up new technologies to produce SAF on a commercial scale. The Challenge aims to expand domestic consumption of SAF to 3 billion gallons per year by 2030 and 35 billion gallons per year by 2050 - projected 100% of aviation fuel demand — while achieving at least a 50% reduction in lifecycle greenhouse gas emissions. Recent EPA data shows that approximately 5 million gallons of SAF were consumed in 2021 and over 14 million gallons in 2022. According to the Sustainable Aviation Fuel Market Outlook (June 2024 update) by SkyRNG, SAF capacity announcements to date in the US are expected to produce 2.2 billion gallons SAF by 2030 leaving a potential shortfall of around 800 million gallons of SAF for achieving the 2030 milestone.
As this has propelled sustainability into key focus for the airline industry, multiple airlines around the world have announced near- and medium-term goals for adopting SAF for use in meeting their sustainability targets as it relates to reducing greenhouse gas emissions. In September 2025, the one world Alliance and member airlines, in partnership with Breakthrough Energy Ventures (BEV) announced the launch of a new investment fund that seeks to accelerate the global development of long-term aviation fuel solutions that are cost effective, scalable and have lower emissions than conventional fuels as part of its commitment to achieve net-zero carbon emissions by 2050. According to IATA, in 2024, SAF accounted for 0.3% of global jet fuel production though many airlines have a target of 10% by 2030; the
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SAF Grand Challenge’s goal of net zero by 2050 relies on SAF accounting for 65% of fuel. In the European Union, rules will require fuel suppliers to ensure that 2% of fuel made available at European Union airports is SAF in 2025, rising to 6% in 2030, 20% in 2035, and gradually to 70% in 2050.
The mission of The Sustainable Aviation Buyers Alliance is to accelerate the path to net-zero aviation by driving investment in high-integrity SAF, catalyzing new SAF production, technological innovation, and supporting member engagement in policy-making efforts. Spearheaded by RMI and Environmental Defense Fund (EDF) and supported by its founding companies, The Sustainable Aviation Buyers Alliance aims to accelerate the path to net zero aviation by driving investment in and adoption of SAF, which could substantially reduce emissions from air travel.
In late 2022, ICAO member states adopted a long-term global aspirational goal to achieve net zero carbon emissions from international aviation by 2050. The agreement aims to reduce emissions within the sector itself (i.e. directly from aviation activity, as opposed to via offsetting emissions through purchase of credits). Although it remains non-binding and lacks intermediate goals, member state governments are expected to produce action plans within their own national timeframe and capabilities.
According to IATA, airlines will need 500 million tons (~165 billion gallons) of SAF annually by 2050, encompassing both biomass and power-to-liquid sources, to achieve net zero carbon emissions. IATA reported that 2024 SAF production reached 1 million tons (~330 million gallons) of SAF, requiring an approximately 27% annual growth rate to meet the 2050 target. Given the potential for even more countries to announce targets or for blending to occur even in countries without targets in place, this estimated growth requirement could be conservative.
Blended SAF, which is a blend of traditional Jet-A fuel and SAF, is used by airlines around the world as an alternative fuel option to traditional 100% Jet-A fuel for the purpose of reducing greenhouse gas emissions as described above. Airlines have taken meaningful steps to incorporate SAF into their fuel purchasing programs. According to the ICAO, as of March 2026 there are over 180 airports around the world distributing SAF and over 54 billion liters of SAF under offtake agreements.
XCF’s Products
XCF intends to sell renewable fuels such as SAF, renewable diesel, and renewable naphtha.
• Fossil jet fuel — refers to conventional jet fuel and is known as Jet-A under ASTM 1655.
• Neat SAF — is an umbrella term that refers to multiple synthetic jet products meeting ASTM Standard D7566. Commonly known production pathways include alcohol to jet (AtJ), Fischer-Tropsch (FT), and hydroprocessed esters and fatty acids (HEFA), which all produce synthetic paraffinic kerosene (SPK). These “neat SAF” pathways are where greatest emissions reductions are found.
• Blended SAF (or what many simply call SAF) — refers to a blended, finished fuel containing a blend of neat SAF and Jet-A that meets ASTM Standard 1655. Neat SAF has a lower CI than Jet-A, thus lowering the overall CI of the fuel. Airlines currently utilize blended SAF at ratios of 90/10 or 80/20 (Jet-A: neat SAF); the maximum blend ratio is 50/50 (Jet-A : neat SAF).
• Renewable Diesel (RD) — refers to a drop-in diesel fuel produced from renewable feedstocks such as waste oils, animal fats, and agricultural residues through processes like hydrotreating. Renewable diesel is chemically identical to conventional petroleum-based diesel and meets ASTM Standard D975. Unlike biodiesel (which is blended with petroleum diesel under ASTM D6751), renewable diesel can be used as a direct substitute for fossil diesel in existing engines and infrastructure without blending limits.
• Renewable Naphtha — a byproduct of the production process for SAF and renewable diesel that is chemically similar to petroleum-derived naphtha and can be used as a blending component in gasoline or as a feedstock for producing renewable chemicals, plastics, and hydrogen.
Competitive Environment
Our current competitors primarily consist of:
• Traditional fossil fuel refiners that are diversifying their product mix and/or transitioning to a renewable energy-led product portfolio;
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• Technology-driven companies who are pioneering various new pathways for SAF; and
• Production-focused companies which license hydrotreating technology and excel in bringing sites online efficiently and marketing SAF.
The current competitive environment in North America includes approximately 30 competitor production facilities, of which six are operational sites, six are under construction, and 18 sites have been proposed or are under development and slated to come online by the end of 2030 or after. As sites take several years from development to first production, it is expected that this competitive set is representative of how the market will evolve until approximately 2030. XCF has a project pipeline that includes a new site, New Rise Reno 2, which is expected to come online in 2028, giving it an early mover advantage over the majority of the competition and the opportunity to bring more supply to market as demand increases in the coming years.
A brief overview of the businesses we currently believe to be our material competitors follows. These producers compete in the drop-in renewable fuels market and may produce products in addition to SAF such as renewable diesel. Competitors’ businesses do not represent a direct comparison to XCF whose business model currently focuses on SAF production utilizing the HEFA pathway. Some producers may be developing new technologies and are not yet producing renewable fuels at commercial scale or may also have traditional refinery as a core business. A brief overview of the SAF or renewable diesel production of the competitors includes:
Gevo: Gevo produces SAF, renewable diesel, animal feed, and other low-carbon, bio-based raw materials. According to the company’s website, the expected annual production output of Gevo’s ATJ60 facility in Lake Preston, South Dakota is 60 million gallons per year of liquid hydrocarbons in the form of jet fuel and renewable gasoline. Total anticipated annual neat SAF production output of XCF, assuming the timely completion of New Rise Reno 2, is expected to be 80 million gallons per year by the end of 2028, of which New Rise Reno is expected to produce 38 million gallons per year.
LanzaJet, Inc.: LanzaJet Inc., a subsidiary of LanzaTech, Inc. (LNZA), intends to produce low-carbon sustainable aviation fuel and renewable diesel through its alcohol-to-jet (ATJ) technology. According to the company’s website, their Freedom Pines ATJ facility completed construction in January 2024. The facility has nameplate capacity of 10 million gallons per year and is expected to come online in 2025. Total anticipated annual neat SAF production output of XCF, assuming the timely completion of New Rise Reno 2, is expected to be 80 million gallons per year by the end of 2028, of which New Rise Reno is expected to produce 38 million gallons per year.
Montana Renewables, LLC: Montana Renewables LLC, a subsidiary of Calumet, Inc. (CLMT), is a producer of SAF, renewable diesel, and renewable naphtha. According to the company’s website, annual production capacity for SAF is around 30 million gallons per year. In January 2025, the company was awarded a $1.44Bn DOE loan to fund expansion of its facility to an expected 300 million gallons per year; the facility is expected to run at approximately 50% capacity in 2026. Total anticipated annual neat SAF production output of XCF, assuming the timely completion of New Rise Reno 2, is expected to be 80 million gallons per year by the end of 2028, of which New Rise Reno is expected to produce 38 million gallons per year.
Neste: Neste claims to be the world’s leading producer of renewable diesel and SAF and a forerunner in providing renewable feedstock solutions. In addition to renewable diesel and SAF, Neste produces a variety of other products. According to the company’s website, output of global SAF production is expected to reach 1.5 million tons in 2025. Total anticipated annual neat SAF production output of XCF, assuming the timely completion of New Rise Reno 2, is expected to be 80 million gallons per year by the end of 2028, of which New Rise Reno is expected to produce 38 million gallons per year.
There are several key factors which drive competition, namely price, production capacity, and location. As all neat SAF must meet ASTM D7566 standards, quality is less of a competitive advantage. In the future, however, as new pathways become commercially viable, fuels which have lower CI scores may become available which could serve as a competitive advantage.
SAF companies compete with other renewable fuels companies for feedstock. As the demand for SAF and other renewable fuels grows in the coming years, access to a reliable supply of feedstock at a suitable price will likely become a key driver of success.
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U.S. Federal Income Tax Credits
In addition to grants and loans, the United States federal government incentivizes the production of low-carbon transportation fuel and sustainable aviation fuel through production tax credits (that can be used against income tax liabilities) pursuant to sections 40A, 40B, 6426, and 45Z (collectively, the “Tax Credits”) of the Code. Tax credits available under Code sections 40A and 40B expired at the end of 2024, and tax credits under Code section 45Z are available from 2025 through 2029 as extended under the One Big Beautiful Bill Act.
The Tax Credits are a key part of an energy policy environment that supports the development and production of sustainable aviation and transportation fuel facilities. The Tax Credits can be monetized in various ways, including certain refundable provisions through the end of 2024, and from 2025 through 2029, through tax equity financings or the sale of Tax Credits to certain purchasers. With respect to those facilities eligible for Tax Credits in the years in which such credits are available (and, as relevant, for years in which the Tax Credits are extended through Congressional action), the Company intends to monetize all available Tax Credits in an efficient manner to support the development, construction, and ongoing operation of low-carbon transportation and sustainable aviation fuel facilities. In certain instances, depending on the manner in which the Company monetizes Tax Credits, the Company may retain certain tax attributes associated with its facilities, including depreciation, that can provide cashflow and timing benefits with respect to the Company’s federal income tax liabilities.
Clean Fuel Production Tax Credit (45Z Credit)/Blenders and Renewable Diesel Tax Credit (40B/40A)
The Tax Credits provide up to a $1 per gallon production tax credit for low-carbon transportation fuels and $1.75 per gallon tax credit for SAF, indexed annually for inflation, currently scheduled to expire at the end of 2029.
The 45Z Credit is available from January 1, 2025 until December 31, 2029, as extended under the One Big Beautiful Bill Act. The value of each credit increases inversely relative to the reduction in the fuel’s carbon intensity, measured in kilograms of CO2e per mmBTU. Specifically, the value of the 45Z Credit begins with a baseline assumption that fuels have a maximum carbon intensity of 50 kilograms of CO2e per mmBTU, and as that intensity approaches zero, the value of the credit increases, up to a certain cap, indexed for inflation. For transportation fuels, the maximum 45Z Credit value is $1/gallon, assuming certain labor, wage and apprenticeship requirements are satisfied (which the Company intends to comply with). This $1/gallon value is in part determined using the GREET model. The GREET model is a tool that assesses a range of lifecycle energy, emissions, and environmental impact challenges and that can be used to guide decision-making, research and development, and regulations related to transportation and the energy sector. In its SAF application, the GREET model is used for determining carbon intensity, for which the Treasury Department is obligated to publish tabular data taxpayers can rely upon for substantiating their CI scores. For SAF, the maximum 45Z Credit value is $1.75/gallon until the end of 2025 and $1.00/gallon until the end of 2029, assuming certain labor, wage and apprenticeship requirements are satisfied (which the Company intends to comply with), using the Carbon Offsetting and Reduction Scheme for International Aviation, which has been adopted by CORSIA model (or a similar model under the federal government’s Clean Air Act). For both transportation fuels and SAF, failure of the company to comply with prevailing wage and apprenticeship requirements results in an 80% reduction in the 45Z Credit value.
The GREET model is subject to change on a periodic basis, and while the 45Z Credit statutory language requires the publication of carbon intensity tables for transportation fuels, there is uncertainty as to the version of GREET those tables will refer to, or how the tables will vary over time, including during the credit period. Accordingly, there is a risk the 45Z Credit values will fluctuate during the credit period, and that the Company may not be able to permanently rely on a version of carbon intensity tables in a GREET model. This may result in uncertainty as to financing a project and measuring the magnitude of tax credits that the Company can monetize. In addition, the market for SAF is currently developing, and models under CORSIA or other federally allowable rules are in a state of flux. Moreover, the Section 45Z statute does not provide for SAF tables, suggesting taxpayers will be required to develop their own computations. Finally, while the Section 45Z statute requires tables to be published for transportation fuels, there is no such requirement for SAF. Accordingly, there is uncertainty as to transportation fuel credit values for purposes of Code section 45Z. Similarly, for other Fuels Credits, there is no requirement to publish tables with credit values, resulting in potential uncertainty as to whether the IRS will respect a taxpayer’s determination of the Fuels Credit value for any given tax year.
The fuels tax credits under Code sections 40A and 40B (together, “40 Credits”), respectively, provided for $1.00 per gallon for certain biodiesel fuels and $1.25 per gallon production tax credit for SAF. The 40 Credits expired on December 31, 2024. The Fuels Credit under Code section 40B requires that the SAF produced, discounting that
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portion which is kerosene, have a GHG reduction percentage of at least 50%. In contrast, the Fuels Credit under Code section 40A does not consider lifecycle GHG and accounting for the carbon intensity score of fuel to determine the maximum credit achievable per gallon of fuel produced. Additionally, there is no requirement to publish tables with credit values, resulting in potential uncertainty as to whether the IRS will respect a taxpayer’s determination of the 40 Credits value for any given tax year. The 40 Credits expired at the end of 2024 and were replaced with the 45Z Credit.
In addition to federal income tax incentives, the Company intends to manage its operations to qualify for additional federal and state regulatory incentives as described below.
Renewable Fuel Standard (RFS)
The RFS program was developed under the Energy Policy Act of 2005 as an amendment to the CAA. The EISA expanded the RFS program to reduce GHG emissions by expanding the use of renewable fuels. The RFS is a national policy governed by the EPA in consultations with the USDA and the DOE. The program demands a specific volume of renewable fuel to substitute traditional petroleum-based fuel for transportation.
To satisfy the requirements of the RFS program, refiners or importers of petroleum fuels must either blend in sufficient volumes of renewable fuels or obtain RINs to meet the EPA’s RVO. Each refiner’s or importer’s RVO is calculated by the EPA annually based on the CAA volume projections of gasoline and diesel production for the year. The RVO is the volume a refiner or importer is obligated to sell based on the company’s total fuel sale.
To generate RINs, a fuel producer needs to maintain significant data on the feedstock used to create the fuel. RINs are generated once a producer generates a gallon of renewable fuel. In relation to SAF, once a renewable fuel source is blended with a non-renewable medium at a blender, the RIN credit can be separated and sold to others or claimed by the blender if it has an RVO. Qualifying renewable fuels are required to achieve reduction in GHG commissions compared to a petroleum-baseline metric from 2005 mandated by the EISA, although facilities producing fuel before 2007 are not required to meet the GHG emissions reductions specified to generate RINs (the class of RINs these facilities qualify for, however, is typically less valuable than the RINs we anticipate our fuels will generate). XCF currently anticipates that its fuels will qualify to generate RINs specific to biomass-based diesel, and/or cellulosic biodiesels (both would also qualify for the broader category of “renewable fuels”).
The price of RIN credits is not fixed, but variable, depending on supply and demand dynamics. Demand for RINs is dependent upon the RVO requirements set forth by the EPA, while supply is based on output of renewable fuel producers, which respond to costs of production. RINs are frequently traded, with prices reflecting these dynamics.
With the rise in global demand for non-food feedstocks, XCF expects to see an increase in the cost of SAF per gallon, which, XCF believes, will directly raise the prices of RINs for sale.
On the other hand, EPA’s latest RFS rules-announced in June of 2023-set annual volume requirements for 2023-2025 below biofuel production trends, which would apply downward pressure on the prices of RINs. The limits set by the EPA in future years could also affect the financial model with respect to price of RINs.
Low Carbon Fuel Standard (LCFS)
Like the RFS program, the LCFS tax credit focuses on decreasing the carbon intensity of California’s transportation fuel and providing an increase in lower-carbon fuel alternatives to improve the quality of air. The LCFS program was initiated in 2009 by the California Air Resource Board (“CARB”) and implemented in 2011. The program was amended and readopted in 2016 to address procedural changes to its adoption process. CARB approved additional amendments in 2018 which strengthen the CI benchmarks through 2030, aligning with California’s 2030 GHG reduction target. The current LCFS regulation imposes a standard 20% CI decline starting 2030. In December 2023, CARB proposed revisions to the LCFS regulation that will impose more stringent CI benchmarks and tighten rules around eligibility of certain projects to generate LCFS credits. The LCFS allows for a lifecycle assessment of fuels by measuring the GHG emissions associated with the production, transportation and use of the fuel. CI scores measure both the direct and indirect effects of crop-based biofuels. Each CI represents grams of carbon dioxide equivalents per megajoule (gCO2e/MJ). The CI score of each low-carbon fuel is compared to the declining CI benchmark for each year. Low-carbon fuels below the designated benchmark generate a credit while fuels above generate a deficit. XCF, being a provider of transportation fuel, must demonstrate that the mix of fuels delivered to California is compliant with the LCFS standards on an annual basis. XCF can utilize a variety of feedstocks including but not limited to corn,
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soybean, and used cooking oils which generates a lower CI score in comparison to traditional petroleum-based fuels. The CI benchmark score fluctuates annually, and fuel providers must meet the benchmark accordingly. For compliance purposes, a deficit generator indicates the number of credits acquired is greater than or equal to the number of deficits accumulated. According to the LCFS data dashboard, $2 billion worth of credit transactions were accounted for in 2018. To expand low-carbon initiatives, the LCFS program is planning to create a Pacific-Coast collaborative with Washington, Oregon, and British Colombia. The trickle-down effect of the LCFS credit is sparking interest for similar programs in other regions of the world such as Brazil and Canada.
On June 27, 2025, the California Office of Administrative Law (OAL) approved the amended LCFS regulation, submitted by the CARB to the OAL on May 16, 2025. Following OAL’s approval, CARB announced that the amendments would enter into force in July 1, 2025. The amendments increase both the pre- and post-2030 stringency of the CI benchmarks. Specifically, they increase the CI reduction targets from 20% to 30% by 20230, and aim for a 90% reduction by 2045, based on a 2010 baseline. The amendments establish, among other things, a phased sustainability certification process for biomass and impose a cap on the issuance of credits for biomass-based diesel produced from soybean, canola, or sunflower oil, limiting it to 20% of the total credits per producer.
To monetize this credit, LCFS is tracked quarterly via CI scores. Once credits are calculated, the credits undergo a verification process post credit generation. Thus, fuel producers and blenders must maintain transaction logs to maintain compliance with LCFS standards for fuel pathway-based crediting. In August 2025, a 40 CI renewable diesel (RD) received approximately $0.31/gallon in California LCFS credit value. For the month of December 2025, the average credit was $55 per metric tonne with 384 transfers and a total volume of 6,870,000 (credits — MTs) where MT is a metric tonne. The range for December was $46 to $96 per metric tonne. There are 264.172 gallons of diesel in 1 MT. This converts to $.21 as the average price per gallon with a range for the month of $.17 to $.36.
Intellectual Property
XCF does not currently own any intellectual property material to its operations and instead plans to license existing technologies for the operations of its plants. Currently, New Rise licenses Axens’ proprietary hydrogenation technology in renewable fuels production at New Rise Reno. XCF intends to obtain similar licenses from Axens to utilize this technology at future sites.
Regulatory Matters — Environmental and Compliance
As a refiner of biofuels, XCF will be subject to federal, state and local environmental laws, regulations and permit conditions, including those relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees. Environmental laws and regulations may, among other things:
• Require the installation of pollution control equipment;
• Restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with SAF, or other production activities; and
• Require preparation of an environmental assessment or an environmental impact statement.
These laws, regulations and permits impose legal obligations that are applicable to the operations of our facilities and may sometimes require us to incur significant human resources and capital costs to remain compliant with existing regulations or conform to new ones. Environmental laws and regulations change over time, and any such changes, more vigorous enforcement policies, or the discovery of currently unknown conditions may require substantial expenditures to rectify and conform. Regulations and the compliance of such regulations may also require us to make operational changes to limit actual or potential impacts to the environment; such changes could have a material impact on our ability to produce fuels to previously realized specifications or volumes. A violation of these laws, regulations, permits or license conditions could result in substantial fines, criminal sanctions, permit revocations and/or facility shutdowns.
New laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could require us to make significant additional expenditures. Continued government and public emphasis on environmental issues can result in increased future investments in environmental controls at our facilities which
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cannot be estimated now. Present and future environmental laws and regulations applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions could all require us to make substantial expenditures which could materially impact the company.
Site Development
In connection with the conversion of New Rise Reno to a SAF facility, and the anticipated build-outs of New Rise Reno 2 and potential buildout of, Fort Myers and Wilson, as well as any new site development projects, XCF is required to obtain various permits from government bodies to commence new construction or the conversion of existing sites. We cannot be assured such permits will be received. Regulators could make demands that increase our construction costs which might force us to obtain additional financing. Permit conditions could also restrict or limit the extent of our intended site development initiatives. We cannot guarantee that we will be able to obtain or comply with the terms of all necessary permits required for constructing a new SAF facility or complete the retrofit of a biodiesel plant. Failure to obtain and comply with all applicable permits and licenses could disrupt site development initiatives by postponing, delaying, and/or halting our construction and could subject us to future claims.
New Rise Reno has received occupancy and operating permits for its buildings and facilities.
Operations
As XCF is a producer and operator of renewable fuels production facilities, various permits from government bodies are required for SAF production and operation of the SAF production facilities, and we cannot be assured such permits will be received. As a condition to granting the permits necessary for operating our facilities, regulators could make demands that increase our operations costs, which might force us to obtain additional financing or render our SAF product non-competitive. Permit conditions could also restrict or limit the extent of our operations. We cannot guarantee that we will be able to obtain or comply with the terms of all necessary permits to operate a SAF plant and engage in SAF production. Failure to obtain and comply with all applicable permits and licenses could halt production. XCF will be required to be compliant with regulations relating to: Air Emissions, Water Discharge, Contamination, and Spills or Releases of Hazardous Materials.
Air Emissions
Our air emissions are subject to CAA, the CAA Amendments of 1990 and similar state and local laws and associated regulations. Under the CAA, the EPA has promulgated National Emissions Standards for Hazardous Air Pollutants, which could apply to our facilities if the emissions of hazardous air pollutants exceed certain thresholds. If a facility we operate is authorized to emit hazardous air pollutants above the threshold level, then we might still be required to come into compliance with another National Emissions Standards for Hazardous Air Pollutants at some future time. New or expanded facilities might be required to comply with both standards upon startup if they exceed the hazardous air pollutant threshold.
In addition to the costs for achieving and maintaining compliance with these laws, more stringent standards may also limit our operating flexibility. Direct impacts may occur through the CAA’s permitting requirements and/or emission control and monitoring requirements relating to specific air pollutants, as well as the requirement to maintain a risk management program to help prevent accidental releases of certain regulated substances. Some or all of the regulations promulgated pursuant to the CAA, or any future promulgations of regulations, may require the installation of controls or changes to the facilities to maintain compliance. The cost to implement new controls, equipment, or changes to operations could be substantial.
New Rise Reno has a Class II Operating Air Quality Permit issued by Bureau of Air Pollution Control under the Nevada Department of Conservation and Natural Resources as it relates to the production of renewable diesel. New Rise Reno 2, Fort Myers and Wilson will also be subject to the CAA and will need to comply with any CAA requirements with respect thereto.
Water Discharge
The facilities that XCF will operate will be subject to requirements under the Federal Water Pollution Control Act of 1972, as amended, also known as the federal Clean Water Act (“CWA”), and analogous state laws impose restrictions and stringent controls on the discharge of pollutants into the water affect our business. Such discharges are
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prohibited, except in accordance with the terms of a permit issued by the EPA or the appropriate state agencies. Any unpermitted release of pollutants could result in penalties, as well as significant remedial obligations. Notably, laws and their implementing regulations are subject to change and there can be no assurance that such future costs will not be material.
New Rise Reno currently has a general permit for stormwater discharges associated with industrial activity issued by the State of Nevada, Division of Environmental Protection. As additional facilities are brought online, we will be required to comply with the CWA. New Rise Reno 2, Fort Myers and Wilson will also be subject to the CWA and will need to obtain associated permits for water discharges as part of the build-outs and ongoing operations of the related plants.
Contamination
XCF may also be subject to potential liability for the investigation and cleanup of environmental contamination at each of the properties that we own or operate and at off-site locations where we arrange for the disposal of hazardous wastes. If significant contamination is identified at our properties in the future, costs to investigate and remediate this contamination and costs to investigate or remediate associated damage could be significant. If any of these sites are subject to investigation and/or remediation requirements, we may be strictly and jointly and severally responsible under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), Emergency Planning and Community Right-to-Know Act (“EPCRA”), or other environmental laws for all or part of the costs of such investigation and/or remediation, and for damage to natural resources. XCF may also be subject to related claims by private parties alleging property damage or personal injury due to exposure to hazardous or other materials at or from such properties. While costs to address contamination or related third-party claims could be significant, based upon currently available information, we are not aware of any such material contamination or third-party claims at New Rise, Fort Myers, or Wilson. Based on our current assessment of the environmental and regulatory risks, we have not accrued any amounts for environmental matters as of December 31, 2025 at the aforementioned sites. The ultimate costs of any liabilities that may be identified or the discovery of additional contaminants could materially adversely impact our results of operation or financial condition. As additional production facilities are brought online, we will be required to comply with related contamination rules.
Spills or Releases of Hazardous Materials
Our operations involve the storage, handling, transport and disposal of bulk materials, some of which contain oil, contaminants and other regulated substances. The production and transportation of our products may result in spills or releases of hazardous substances, which could result in claims from governmental authorities or third parties relating to actual or alleged personal injury, property damage, or damage to natural resources. The response to such events is governed by the EPCRA which requires facilities to report the storage, use, and release of hazardous chemicals to federal, state, and local governments and Section 103 of the CERCLA which mandates immediate reporting of releases of hazardous substances exceeding reportable quantities to the National Response Center.
New Rise Reno has a Site Pollution Incident Legal Liability insurance policy which provides coverage against some liabilities that result from spills. Additionally, New Rise Reno’s general and umbrella liability policy coverage includes, but is not limited to, physical damage to assets, employer’s liability, comprehensive general liability, automobile liability and workers’ compensation. XCF, itself, does not carry environmental insurance. XCF believes that its insurance is adequate for the industry, but losses could occur for uninsurable or uninsured risks or in amounts exceeding existing insurance coverage. The occurrence of events which result in significant personal injury or damage to XCF’s property, natural resources or third parties that is not covered by insurance could have a material adverse impact on the results of our operation and financial condition. We are not aware of any such material spills or releases of hazardous substances that have resulted in government or third-party claims at New Rise, Fort Myers, or Wilson.
Properties
New Rise Reno is our flagship production facility. New Rise leases the land on which the New Rise Reno facilities are located pursuant to a ground lease evidenced by the Ground Lease effective as of March 29, 2022 between Twain GL XXVIII, LLC, as the landlord and New Rise Renewables Reno, LLC, as the tenant. The land was acquired by Twain
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GL XXVIII, LLC from New Rise Renewables Reno, LLC pursuant to the terms of a Purchase and Sale Agreement dated as of March 29, 2022, by and between Twain GL XXVIII, LLC, as the buyer and New Rise Renewables Reno, LLC, as the seller. New Rise Renewables Reno, LLC is a wholly-owned subsidiary of New Rise Renewables. The material equipment, fixtures, buildings and improvements attached or affixed to the land are owned by New Rise Renewables and New Rise Renewables Reno, LLC. The purchase price for the land acquisition under the Purchase and Sale Agreement was $2,800,000. New Rise Renewables Reno, LLC’s obligations under the Ground Lease are guaranteed by New Rise Renewables and Encore (a company wholly-owned by Soule).
The lease term is 99 years from the effective date of March 29, 2022. Rent is payable quarterly in advance in four equal installments on the first business day of January, April, July, and October of every calendar year during the term. For 2025, total rent payments are expected to be $10.7 million. Lease payments are comprised of base rent and supplemental rent. Base rent is calculated by multiplying the “rent basis” by 7.28%, where the rent basis is an amount equal to equal to the amount of the “tenant improvement allowance” paid by Twain GL XXVIII, LLC from time to time. No minimum tenant improvement allowance is required to be paid by Twain GL XXVIII, LLC. Supplemental rent increases during the term of the lease. During the second, third and fourth years of the lease, the supplemental rent is:
• Lease year 2: lease year 2 base rent x 2.48%;
• Lease year 2: lease year 2 base rent x 2.48%; and
• Lease year 4: (lease year 4 base rent x 2.48%) + (lease year 4 base rent x 2.48% x 102.48%) + (lease year 4 base rent x 2.48% x 102.48%) + (lease year 4 base rent x 2.48% x 102.48% x 102.48%).
For the fifth lease year and continuing thereafter on the first day of each lease year, supplemental rent will be adjusted to an amount equal to the sum of (i) 2.48% of the base rent for the immediately preceding applicable lease year plus (ii) 102.48%) of the supplemental rent for the immediately preceding applicable lease year.
In addition, beginning on the commencement of the sixth lease year and continuing thereafter every five years (each such 5-year period, a “CPI Adjustment Period”) and continuing until the end of the lease term, Supplemental Rent also will be increased on the first day of each CPI Adjustment Period by the percentage change in the CPI figure from (i) the commencement date for the first CPI Adjustment Period (or the first day of the immediately preceding CPI Adjustment Period for all subsequent CPI Adjustment Periods) to (ii) the last day of the fifth lease year for the first CPI Adjustment Period or the last day of the immediately preceding CPI Adjustment Period for all subsequent CPI Adjustment Periods, if and only if, the percentage increase in the CPI figure during such CPI Adjustment Period is greater than the percentage increase in Supplemental Rent during the same CPI Adjustment Period. For purposes of the lease, “CPI” means The Consumer Price Index for All Urban Consumers (“CPI-U”) for the U.S. City Average for All Items, as published by the Bureau of Labor Statistics of the U.S. Department of Labor (or if the publication of such Consumer Price Index is discontinued, a comparable index similar in nature to the discontinued index which clearly reflects that diminution (or increase) in the real value of the purchasing power of the U.S. dollar reported for the calendar year in question).
New Rise Renewables Reno, LLC has the right to purchase Twain GL XXVIII, LLC’s interest in the premises. The right is exercisable following March 29, 2024. In order to exercise the repurchase right, New Rise Renewables Reno, LLC must not be in default or breach of the lease and must provide Twain GL XXVIII, LLC with written notice of its intent to exercise its right. The purchase price for the repurchase is equal to the quotient of (i) aggregate Base Rent and Supplemental Rent for the current Lease Year in effect as of the date of the notice of the intent to repurchase (as increased by the percentage change in the CPI figure from the commencement date for the first CPI Adjustment Period or the first day of the immediately preceding CPI Adjustment Period for all subsequent CPI Adjustment Periods to the last day of the month in which Twain GL XXVIII, LLC’s receives the notice, divided by (ii) a cap rate of 6.53%. If, however, the repurchase occurs after the fifth year of the lease, the purchase price will be calculated based on the aggregate Base Rent and Supplemental Rent payable during the fifth lease year.
The transactions under the Purchase and Sale Agreement and the Ground Lease were determined to not qualify for sale/leaseback treatment. Instead, the transactions have been treated as a financing arrangement. The financing liability is categorized as long-term liability in the amount of $132,806,188 and $132,767,058 as of December 31, 2025 and December 31, 2024, respectively.
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On April 18, 2025 and April 30, 2025, counsel to Twain provided notice to New Rise Reno asserting that New Rise Reno is in default of the terms of the Ground Lease for its failure to make certain payments that are due and owing thereunder.
Legal Proceedings
We have been involved in various claims and legal actions that arose in the ordinary course of business and were not material to our operations or financial results, and in the future we may be a party to various claims and routine litigation arising in the ordinary course of business.
Greater Nevada Credit Union Loan
New Rise Reno has four notes payable outstanding, in aggregate principal amount of $112,580,000, to GNCU, as the successor to Jefferson Financial Federal Credit Union. The GNCU Loan was underwritten by certain guarantees issued by the USDA under the Biorefinery, Renewable Chemical and Biobased Product Manufacturing Assistance Program, which guaranteed 100% of the principal amount of the notes evidencing the GNCU Loan. Pursuant to the terms and conditions of the USDA Guaranty, the GNCU Loan is secured by a priority first lien on all assets of the project, except for inventory and accounts receivable, which may be used by New Rise Reno for routine business purposes so long as New Rise Reno is not in default of the GNCU Loan. The USDA must approve, inter alia, the accounts agreement, any issuance of additional debt by New Rise Reno, the transfer or sale of New Rise Reno assets or collateral, lien priorities, the substitution, release or foreclosure on the collateral, and GNCU’s exercise of any rights it has relating to the GNCU Loan, including those rights provided in the notes evidencing the GNCU Loan and the other transaction documents relating to the GNCU Loan. In addition, New Rise is a guarantor of the GNCU Loan.
On March 28, 2025, counsel for GNCU and Greater Nevada Commercial Lending, LLC (the servicer for the GNCU Loan) provided notice to New Rise Reno asserting than an event of default has occurred with respect to the GNCU Loan as a result of New Rise Reno’s failure to make required minimum monthly payments. The letter also demands that New Rise Reno and New Rise take immediate steps to bring the GNCU Loan current and to cure any and all other non-payment-related defaults that may exist, as well as a demand that New Rise Reno and New Rise provide evidence sufficient for GNCU to determine that it remains secure and that the prospect of repayment of the GNCU Loan has not been impaired by any material adverse change in New Rise Reno’s financial condition, or in the financial condition of New Rise, as a guarantor of the GNCU Loan. GNCU has demanded that the GNCU Loan be brought current, including payment of all late charges, no later than close of business on May 27, 2025. As of the dated of hereof, New Rise Reno has not made payment of all the amounts demanded. As of December 31, 2025, the amount required to bring the GNCU Loan current is approximately $29,000,000, inclusive of principal and interest, excluding approximately $2,700,000 of penalties/late charges.
GNCU’s rights and remedies in connection with an event of default include acceleration of the unpaid principal amount of the GNCU Loan, and/or possession, control, sale, and foreclosure on any collateral, including all rights and interests in and to the real property on which the SAF production facility is located (including any after-acquired fixtures, equipment and improvements to the production facility) under the terms of the Ground Lease by and between Twain, as the landlord, and New Rise, as the tenant, dated March 29, 2022, which is discussed below under “Twain Ground Lease.” GNCU would be obligated to obtain USDA approval in the event that GNCU seeks to exercise any rights it has under the GNCU Loan, including GNCU’s rights prescribed in the notes evidencing the GNCU Loan and related loan documents (including any attempt to foreclose or sell any collateral). The notes also permit GNCU to refrain from taking any action on anu of the notes, the collateral or any guarantee with the approval of USDA.
If GNCU pursues one or more of its available remedies under the GNCU Loan, the notes and related loan documents and is successful in exercising its possessory or foreclosure remedies, or is successful in obtaining a judgment requiring New Rise Reno, New Rise or XCF to pay penalties and damages in addition to amounts New Rise Reno may owe under the GNCU Loan, such events would materially disrupt our operations and impair our ability to generate revenue, and, in the case of GNCU taking possession of the facility and/or our assets, could result in a temporary or permanent cessation of our operations at the New Rise Reno production facility. Any of these results would have a material adverse effect on our business and financial condition, and would materially impair our ability to execute our business plan. In addition, the existence of defaults under the GNCU Loan and the Ground Lease could make it more difficult to us to obtain financing on acceptable terms, or at all, which would materially impair our ability to execute our business plan.
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XCF is in active discussions with GNCU to resolve the matters addressed in GNCU’s notice to New Rise Reno, including the possibility of a potential forbearance or modified loan payment schedule while XCF seeks and secures financing and ramps-up SAF production so as to generate sufficient cash flows from operations to be able to make payments under the GNCU Loan, including any past due loan payments and penalties. As of the date of this filing, XCF has made minimal monthly payments to GNCU as a gesture to provide XCF temporary relief until the New Rise Reno facility is upgraded in the second quarter of 2026. However, XCF is actively evaluating financing alternatives with other financial institutions and investors that would allow the re- financing of the GNCU Loan and the Ground Lease payments (as discussed below). There can be no assurance that we will be able to reach agreement with GNCU or Twain to resolve these matters on acceptable terms, or at all, or obtain sufficient financing to allow us to re-finance the GNCU Loan and Ground Lease payments and also execute our business plan.
Twain Ground Lease
New Rise Reno leases the land on which the New Rise Reno production facility is located pursuant to a ground lease evidenced by the Ground Lease effective as of March 29, 2022 between Twain, as the landlord and New Rise Reno, as the tenant. Pursuant to the Ground Lease, New Rise Reno is obligated to pay Twain base and supplemental rent quarterly in amounts set forth therein. The land was acquired by Twain from New Rise Reno pursuant to the terms of a Purchase and Sale Agreement dated as of March 29, 2022, by and between Twain, as the buyer and New Rise Reno, as the seller.
On April 18, 2025 and April 30, 2025, counsel to Twain provided notice to New Rise Reno asserting that New Rise Reno is in default of the terms of the Ground Lease for its failure to make certain payments that are due and owing thereunder. In the notices, Twain sought immediate payment from New Rise Reno to cure the claimed default. These notices were in addition to prior correspondence directed to New Rise Reno from counsel on behalf of Twain dated December 7, 2023 and June 21, 2024, also asserting to certain defaults under the Ground Lease relating to failures to make required payments. The April 18, 2025 notice demanded payment by April 28, 2025 and the April 30, 2025 notice demanded immediate payment. As of the date of filing of hereof, New Rise Reno has made minimal monthly payments to Twain as a gesture to provide XCF temporary relief until the New Rise Reno facility is upgraded in the second quarter of 2026.
Twain’s remedies in the case of an event to default under the Ground Lease include the right to terminate the lease, the right to bring an action to recover the amount of all unpaid rent earned as of the date of termination or in the amount of all unpaid rent for the balance of the term of the lease, and to seek any other amount necessary to compensate Twain for New Rise Reno’s failure to perform its obligations under the Ground Lease. Twain’s available remedies also include the right to take possession of, operate, and/or relet the premises. As discussed above regarding the GNCU Loan, Twain’s secured interests are subordinate to those of GNCU. If Twain were to exercise its possessory or foreclosure remedies under the Ground Lease, it would need to seek approval from and coordinate with GNCU, which in turn would need to consult with USDA. Alternatively, Twain could file a legal action against New Rise Reno, seeking all unpaid rent and damages.
If Twain pursues one or more of its available remedies under the Ground Lease and is successful in exercising its possessory or foreclosure remedies, or is successful in obtaining a judgment requiring New Rise Reno or XCF to pay penalties and damages in addition to amounts New Rise Reno may owe under the Ground Lease, such events would materially disrupt our operations and impair our ability to generate revenue, and, in the case of Twain taking possession of the facility and/or our assets, could result in a temporary or permanent cessation of our operations at the production facility. Any of these results would have a material adverse effect on our business and financial condition, and would materially impair our ability to execute our business plan. In addition, the existence of defaults under the GNCU Loan and the Ground Lease could make it more difficult to us to obtain financing on acceptable terms, or at all, which would materially impair our ability to execute our business plan.
XCF is in active discussions with Twain to resolve the matters addressed in Twain’s notices to New Rise Reno, including the possibility of a potential forbearance or modified lease payment schedule while XCF seeks and secures financing and ramps-up SAF production so as to generate sufficient cash flows from operations to be able to make payments under the Ground Lease, including any past due lease payments and penalties. As discussed above with respect to the GNCU Loan, XCF is actively evaluating financing alternatives with other financial institutions and investors that would allow the re-financing of the GNCU Loan and the Ground Lease payments. However, there can be no assurance
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that we will be able to reach agreement with GNCU or Twain to resolve these matters on acceptable terms, or at all, or obtain sufficient financing to allow us to re-finance the GNCU Loan and Ground Lease payments and also execute our business plan.
Polaris
In March 2024, Polaris Processing, LLC (“Polaris”), which provided operations and maintenance services to New Rise Reno, under an operations and maintenances services agreement dated May 10, 2022, filed an arbitration demand against New Rise Reno due to New Rise Reno’s failure to timely pay invoices and for hiring employees who were subject to the operations and maintenances services agreement’s non-solicitation provision. In April 2024, Polaris and New Rise Reno settled the disputes and as settlement, New Rise Reno agreed to pay a lump sum settlement to Polaris in the amount of $1.70 million. Subsequent to the settlement, New Rise Reno made all payments through its law firm for settlement of the outstanding amount. In September 2024, New Rise Reno was informed that approximately $0.95 million in payments had not been received by Polaris and remained outstanding. Upon further investigation, New Rise Reno was informed by their legal counsel that wire instruction information provided by their legal counsel was incorrect and compromised as a result of a hack of the legal counsel’s computer system. New Rise Reno’s counsel is in the process of filing insurance claims to cover the payment; however New Rise Reno remains liable for the outstanding payment that remains due to Polaris. On October 11, 2024, Polaris filed a subsequent complaint against New Rise Reno requesting summary judgment on the remaining amount due. No amount has been recorded on New Rise Reno’s balance sheet as it expects to be fully reimbursed by its legal counsel for this matter. However, we cannot assure you that such reimbursement shall take place.
Human Resources & Social Responsibility
Employees
Our ability to attract and retain top talent is both a strategic advantage for the Company and a significant determinant of our success. As of December 31, 2025, XCF, including New Rise Renewables, had a total of approximately 53 employees. We also occasionally engage independent contractors to supplement our permanent workforce. None of our employees are represented by a labor union or covered by collective bargaining agreements, and we have not experienced any work stoppages.
Diversity, Equity, and Inclusion
XCF is committed to Diversity, Equity and Inclusion. As a company that operates on a global scale, we work with a diverse array of colleagues, customers, and communities. To maintain this environment, we fully observe all federal, state, and local laws regarding workplace discrimination, harassment, and unlawful retaliation.
Health & Safety
The well-being of our employees, contractors, and surrounding communities are of the utmost importance to us. First and foremost, we recognize the value of human life, and prioritize the health and safety of people. We know that for our business to thrive, our employees and customers must be able to trust that the work environment and product are safe. Any health and safety incident involving biofuels may lead to restrictions on the industry, which could result in difficulties obtaining permits and buyers. To mitigate this risk, we implement and maintain policies, practices, and controls of the highest caliber to ensure we are not merely in compliance with health and safety regulations, but actively pursuing the safest business possible.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF XCF GLOBAL
Company Overview
XCF Global, formerly known as Focus Impact BH3 NewCo, Inc. was founded on March 6, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. Subsequent to the Prior Business Combination, the name was changed to XCF Global, Inc.
In connection with the completion of the Prior Business Combination, Legacy XCF became a wholly owned subsidiary of XCF. Legacy XCF was formed in January 2023, was founded to develop, operate and invest in renewable energy assets and production facilities and will continue those initiatives and business activities as the primary operating subsidiary of XCF. Throughout 2023, Legacy XCF identified acquisition targets in Nevada, Florida, and North Carolina as the foundation for the Company’s first production of SAF, a synthetic kerosene derived from waste- and residue-based feedstocks such as waste oils and fats, green and municipal waste, and non-food crops and, currently, blended with conventional Jet-A fuel. We are committed to reducing the world’s carbon footprint by meeting the growing demand for renewable fuels and will concentrate on the production of clean-burning, sustainable biofuels, principally SAF. Though we are focused on promoting and accelerating the decarbonization of the aviation industry through SAF, we may, opportunistically, produce other renewable products such as renewable diesel, a renewable fuel, and bio-based glycerol, also known as natural glycerin, which is used in healthcare, food, and cosmetics industries. We believe there is a market opportunity in the aviation and renewable sectors as a result of a combination of regulatory support, industry-led demand and end-user commitment. The actual market environment may evolve differently from our expectations and is subject to a variety of external forces such as government regulation and technological development that may impact the market opportunity. XCF intends to build a nationwide portfolio of SAF and renewable fuels production facilities that use waste-and residue-based feedstocks at competitive production costs. We also intend to implement a fully integrated business model from feedstock supply and production to marketing and sales of SAF. XCF is currently one of the few publicly traded renewable fuels companies primarily focused on SAF and renewable fuels in the United States, with the stated intention to be a majority SAF producer, distinguishing itself from peers that are predominantly legacy crude oil refiners.
We intend to scale and operate clean fuel production facilities engineered to the highest levels of compliance, reliability, and quality. The Company owns New Rise Reno Renewables, LLC, which owns and operates a renewable fuels facility, New Rise Reno, in McCarren, Nevada. In February 2025, New Rise Reno started its ramp-up process and began initial production of SAF and renewable naphtha (a byproduct in SAF production). First deliveries of neat SAF and renewable naphtha began in March 2025. During the initial phase of production ramp-up, New Rise Reno production facility operated at approximately 50% of nameplate capacity. Until SAF production is at nameplate capacity, New Rise Reno is not deemed to be an operating facility and classifies as under construction until final project acceptance under New Rise’s license agreement with Axens North America under the original intention of the SAF conversion. Such final project acceptance has not yet been completed.
While ramp-up processes are being undertaken and until final plant acceptance, management has made the determination to temporarily produce and sell renewable diesel, a byproduct of SAF production, which can be achieved at approximately 2,000 barrels per day, which is approximately 20% below nameplate capacity, and without any additional modifications to the facility. In May 2025, New Rise Reno began selling renewable diesel under its P66 Agreement, which was terminated on May 1, 2026.
We also own dormant biodiesel plants located in Fort Myers, Florida and Wilson, North Carolina that we are considering whether to further build-out and reconstruct into SAF, renewable fuels and/or associated SAF-related infrastructure. The Company is continuing to evaluate the role of each of the Fort Myers, Florida and Wilson, North Carolina facilities within our broader SAF and biofuels value chain.
Company Formation and Initial Acquisitions
XCF Global, formerly known as Focus Impact BH3 NewCo, Inc., was founded on March 6, 2024. Subsequent to the Prior Business Combination, the name was changed to XCF Global, Inc.
On October 31, 2023, Legacy XCF entered into an asset purchase agreement with Southeast Renewables to acquire its Wilson, North Carolina biodiesel plant assets for an aggregate purchase price of $100,000,000. Legacy XCF issued Southeast Renewables 7,700,000 shares of Legacy XCF at an agreed conversion price of $10 per share ($77,000,000) and issued a convertible promissory note (“Southeast Renewables Convertible Note”) in principal amount of
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$23,000,000, with a maturity date of October 31, 2024. The Southeast Renewables Convertible Note accrues interest at the per annum rate of 8%. The Southeast Renewables Convertible Note can be converted into shares of Legacy XCF common stock based on the outstanding principal and interest, divided by the conversion price. The conversion price prior to a change of control is $10, and subsequent to a change of control is equal to the volume weighted average price of the shares of common stock for the 20 days prior to the notice of conversion.
On December 29, 2023, Southeast Renewables exercised its right to convert the Southeast Renewables Convertible Note principal balance of $23,000,000 plus accrued interest of $297,425 into 2,329,743 shares of Legacy XCF common stock.
At the closing of the Prior Business Combination, the 7,700,000 shares and 2,329,743 shares of Legacy XCF common stock issued to Southeast Renewables were automatically converted into shares of XCF Class A common stock at an exchange ratio of approximately 0.68627. The 7,700,000 and 2,329,743 Legacy XCF shares converted into 5,284,301 and 1,598,839 shares of XCF Class A common stock upon closing.
On October 31, 2023, Legacy XCF also entered into an asset purchase agreement with Good Steward, to acquire its Fort Myers, Florida biodiesel plant assets. Legacy XCF issued Southeast Renewables, the parent company of Good Steward, 9,800,000 shares of XCF common stock as partial consideration for the purchase, and also assumed certain liabilities, including a $356,426 loan made by GL to Southeast Renewables. GL was a shareholder of Legacy XCF and owns membership interests in Southeast Renewables. The purchase price was $100,000,000 less $200,000 in notes payable, and loans assumed by Legacy XCF using a conversion price of $10 per share.
At the closing of the Prior Business Combination, the 9,800,000 shares of Legacy XCF common stock issued to Good Steward were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 9,800,000 Legacy XCF shares converted into 6,725,474 shares of XCF Class A common stock upon closing.
The Wilson, North Carolina plant and Fort Myers, Florida plant have been non-operational for over three years and five years, respectively.
On January 23, 2025, and February 19, 2025, Legacy XCF completed its acquisitions of New Rise SAF and New Rise Renewables, which became wholly owned subsidiaries of Legacy XCF. New Rise Renewables, a Delaware limited liability company, was formed on September 23, 2016, for the purpose of owning 100% of New Rise Reno. New Rise Renewables is focused on producing renewable fuels to lower the world’s carbon footprint by meeting the growing demand for renewable fuels and will concentrate on the production of clean-burning, sustainable biofuels, principally SAF. The New Rise Reno facility is built on a 10-acre parcel located within McCarran, Nevada.
Recent Developments
Business Combination
On January 26, 2026, XCF, entered into the term sheet with Southern, DEVS, and EEME, which sets forth the principal terms and conditions of the Proposed Transaction. Pursuant to the Term Sheet, and subject to the finalization of mutually agreeable merger structure and definitive transaction documents and ultimately the satisfaction of certain closing conditions, it is expected that Southern and DEVS will each merge with wholly-owned subsidiaries of XCF, with Southern and DEVS surviving, and their respective stockholders receiving shares of Common Stock of XCF, resulting in Southern and DEVS becoming wholly-owned subsidiaries of XCF.
In connection with and to support the Proposed Transaction and subject to the terms and conditions set forth in the Term Sheet, XCF agreed to invest $10 million to convert and build out its New Rise Reno facility for the Plant Conversion, to be funded through the sale by XCF to EEME of $10 million of Common Stock; provided that in no event shall XCF issue to EEME, nor shall EEME (i) acquire more than 41,639,170 shares of XCF’s common stock pursuant to this Term Sheet or (ii) acquire or to otherwise become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of a number of shares of Common Stock in excess of 19.99% of the issued and outstanding shares of Common Stock as of the date hereof until such time as XCF has obtain stockholder approval for such issuance (the “Share Cap”) which XCF obtained on March 6, 2026.
On March 6, 2026, XCF held a Special Meeting of Shareholders, at which the Shareholders approved the potential issuance of 19.99% or more of XCF’s issued and outstanding Common Stock to a single investor, thus removing the Share Cap.
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Following the execution of the Term Sheet, on April 13, 2026, the Company entered into the BCA, 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”). Pursuant to the BCA, and subject to the satisfaction or waiver of customary closing conditions, (i) DevvStream will domesticate as a Delaware corporation, (ii) Southern will merge with and into Southern Merger Sub, with Southern surviving as a wholly-owned subsidiary of the Company, and (iii) DevvStream will merge with and into DevvStream Merger Sub, with DevvStream surviving as a wholly-owned subsidiary of the Company. As merger consideration, Southern shareholders will receive Company Common Shares equal to 50% of the aggregate Company Common Shares outstanding immediately prior to the effective time, and DevvStream shareholders will receive Company Common Shares equal to 15% of such aggregate shares outstanding immediately prior to the effective time.
The BCA contains customary representations, warranties, covenants and closing conditions, including the receipt of required shareholder approvals from the Company and DevvStream, effectiveness of a registration statement on Form S-4, receipt of required regulatory approvals, stock exchange listing approvals, and absence of any law or order prohibiting the transactions. The BCA may be terminated under certain circumstances, including by mutual written consent, if the transactions are not consummated by the outside date, for uncured material breaches, or if a party’s board changes its recommendation or enters into a superior proposal. DevvStream will owe a termination fee of $510,000 to the Company in certain circumstances, and the Company will owe a termination fee of $510,000 to DevvStream and $1,190,000 to Southern in certain circumstances. In connection with the BCA, the Company Core Securityholders, DevvStream Core Securityholders, and Southern Securityholders entered into Support & Lock-Up Agreements, pursuant to which such securityholders agreed to vote in favor of the Transactions and agreed to certain transfer and lock-up restrictions. 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 are ensured, provided that such securityholders comply with their voting obligations.
On April 10, 2026, the Company appointed Harvey Schnitzer as its Chief Financial Officer, effective April 13, 2026, pursuant to an agreement with ZRG Interim Solutions dated December 29, 2025. Mr. Schnitzer assumed the CAO responsibilities upon Ms. Abowd’s departure.
Since the start of commercial operations in March 2025, the New Rise Reno facility has produced more than 2.5 million gallons of renewable fuels. New Rise Reno is in the final stages of its planned upgrade, intended to strengthen long-term operability and repeatability. Current workstreams are focused on improving operating stability and equipment readiness, reinforcing quality systems required for certified fuel, and strengthening start-up and operating procedures. To strengthen execution through the conversion and start-up preparation process, XCF has engaged an on-site engineering and operational readiness team from Alvarez & Marsal to provide added oversight, supporting procedure reviews, field verification, start-up sequencing and checklists, and controls-focused reviews. XCF is expecting to return to operations in June 2026, subject to completion of upgrade activities, and final commissioning and standard start-up procedures.
XCF continues to advance strategic initiatives, including licensing arrangements and strategic partnership agreements to support international expansion. XCF is progressing work to develop New Rise Australia with Continual Renewables Ventures under a modular SAF licensing framework, including completing initial front-end engineering scoping, confirming a reference plant design based on the New Rise Reno facility, and advancing early planning for a proposed first project in Perth. Separately, XCF executed a commercial collaboration agreement with Axens North America for Vegan® technology under a licensing-oriented framework. Additionally, XCF continues to advance its planned second facility in Reno, Nevada on approximately 10 acres adjacent to its existing flagship New Rise Reno facility, which is intended to support a doubling of production capacity by 2029.
Private Placement Issuances
On May 22, 2026, XCF Global entered into a securities purchase agreement (the “Brown Stone Agreement”) with Brown Stone Capital Ltd. (“Brown Stone”), pursuant to which the Company agreed to issue 13,333,340 shares (the “Brown Stone Shares”) of its Class A common stock, par value $0.0001 (“Common Stock”) for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.
On May 25, 2026, XCF Global entered into a securities purchase agreement (the “EEME Agreement”) with EEME Energy SPV I, LLC (“EEME”), pursuant to which the Company agreed to issue 13,333,340 shares (the “EEME Shares” and together, with the Brown Stone Shares, the “Shares”) of its Common Stock for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.
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The Shares will not be registered under the Securities Act and will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D. Each of Brown Stone and EEME have represented that it is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act.
Encore Debt Reduction and Equity Capitalization Increase
On May 6, 2026, XCF Global, New Rise Reno and Encore entered into a payable acknowledgement and settlement agreement (the “Encore Agreement”), pursuant to which approximately $16.7 million of outstanding accounts payable due to Encore DEC will be settled through the issuance of 37,033,386 shares of the XCF Global’s shares of Common Stock. Encore provides EPC services to the XCF Global. Encore is 100% owned by Soule, one of XCF Global’s major shareholders, and has provided feedstock degumming hydrotreater off gas conservation system construction services and sustainable aviation fuel conversion services to New Rise Reno.
Under the Encore Agreement, the conversion price is equal to the greater of: (a) the average closing price of XCF Common Stock on Nasdaq for the five (5) trading days immediately preceding the Effective Date, and (b) the closing price on the trading day immediately preceding the Effective Date (the “Conversion Price”). The conversion price was determined to be $0.451 per share and will result in 37,033,386 shares of Common Stock being issued to Encore. After the conversion, Soule will beneficially own approximately 30.56% of the XCF Global’s outstanding shares of Common Stock.
Twain Forbearance Agreement
On April 29, 2026, New Rise Reno and Twain entered into a Forbearance Agreement (the “2026 Twain Forbearance Agreement”), pursuant to which Twain has agreed to forbear from exercising its rights and remedies under the Ground Lease and related documents and/or applicable law with respect to any alleged defaults or alleged events of default until January 1, 2027, subject to certain conditions and exceptions provided in the 2026 Twain Forbearance Agreement. In consideration of Twain’s forbearance, XCF agreed to issue 4,000,000 shares of XCF Common Stock (the “2026 Landlord Shares”) to Twain and agreed to use its reasonable best efforts to file a registration statement on appropriate form with the SEC to register the 2026 Landlord Shares for resale. The net proceeds of any sale of the 2026 Landlord Shares are to be credited on a dollar-for-dollar basis against any remaining principal, interest, and penalties owed by New Rise Reno to Twain.
BGN Renewable Fuel Tolling Term Sheet
On April 9, 2026, XCF Global entered into the BGN Term Sheet for a renewable fuel tolling agreement with BGN, an independent global energy and commodities group, pursuant to which it is anticipated that XCF Global will provide the following services to BGN both at its New Rise Reno facility and, potentially, a second, future XCF facility:
• Inside-the-Fence Logistics: Receipt, handling, and management of feedstock inventory.
• Production/Refining: Processing BGN-owned feedstock into Sustainable Aviation Fuel (SAF) and Renewable Naphtha.
• Storage & Blending: Provision of tankage for feedstocks and finished products, including blending services to meet commercial specifications.
• Marketing Support: Coordination with BGN’s sales and logistics teams per the existing MOU.
The BGN Term Sheet further contemplates that BGN will be responsible for the purchase and delivery of all renewable feedstocks to the facility at its own cost and that XCF Global will produce finished products with a yield target of 2,264 bpd for SAF and 481 for renewable naphtha. The initial term of the term sheet is three years from the commencement of production. The parties have agreed to work in good faith to execute a definitive long form tolling agreement by November 15, 2026.
Termination of P66 Agreement
On April 2, 2026, Phillips 66 delivered notice to New Rise Reno of termination of the P66 Agreement, and the P66 Agreement was terminated as of May 1, 2026.
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Under the P66 Agreement, Phillips 66 supplied feedstock, which was stored at the New Rise facility to be used for the production of renewable diesel fuel and purchased 100% of the renewable diesel produced at the facility from New Rise Reno.
In connection with the termination, Phillips 66 also notified XCF Global of (1) suspension of its performance obligations under the P66 Agreement, including all product purchase, delivery, receipt, and payment obligations; (2) demand of performance assurance, pursuant to Section 13.3 of the P66 Agreement; and (3) its intent to exercise its rights of setoff under Section 22.5 of the Agreement and applicable law, whereby amounts owed by Phillips 66 to New Rise may be applied against amounts owed by New Rise to Phillips 66, including feedstock receivables and any accelerated obligations.
As of the date of this joint proxy/prospectus, the Company is evaluating the termination notice, its financial impact and is in discussions with Phillips 66 regarding an orderly wind-down and logistical matters associated with the termination of the P66 Agreement and disposition of the feedstock. In addition, the Company has entered into the BGN Term Sheet, pursuant to which the parties have agreed to work in good faith to execute a definitive long form tolling agreement by November 15, 2026.
Nasdaq Continued Listing Requirements
On December 9, 2025, XCF Global received a notification letter from the Listing Qualifications Department of Nasdaq advising that, based on the previous 30 consecutive business days, XCF Global’s listed security no longer met the minimum $1 bid price per share requirement. Therefore, in accordance with the Nasdaq Listing Rules, XCF Global was provided 180 calendar days, or until June 8, 2026, to regain compliance. On June 9, 2025, following a review of XCF Global’s plans to become compliance, the Listing Qualifications Department of Nasdaq granted XCF Global’s request for an additional 180-day period, or until December 7, 2026, to regain compliance with Nasdaq’s minimum bid price requirement, allowing XCF Global to maintain its listing on the Nasdaq Stock Exchange.
Financial Overview
Results of Operations — for the three months ended March 31, 2026, and 2025
|
Three Months |
Three Months |
|||||||
|
March 31, |
March 31, |
|||||||
|
Revenue |
$ |
348,688 |
|
$ |
— |
|
||
|
Cost of sales |
|
660,938 |
|
|
— |
|
||
|
Gross loss |
|
(312,250 |
) |
|
— |
|
||
|
Operating expenses: |
|
|
|
|
||||
|
|
|
|
|
|||||
|
Operating expenses |
|
3,435,684 |
|
|
1,546,865 |
|
||
|
General and administrative expenses |
|
3,970,083 |
|
|
3,782,785 |
|
||
|
Severance expense |
|
(14,516 |
) |
|
— |
|
||
|
Professional fees |
|
2,634,006 |
|
|
576,635 |
|
||
|
Total operating expenses |
|
10,025,257 |
|
|
5,906,285 |
|
||
|
Loss from operations |
|
(10,337,507 |
) |
|
(5,906,285 |
) |
||
|
|
|
|
|
|||||
|
Other income (expense) |
|
|
|
|
||||
|
Change in the fair value of notes payable |
|
(142,858 |
) |
|
(45,000 |
) |
||
|
Change in fair value of warrants |
|
(4,564,500 |
) |
|
— |
|
||
|
Interest income (expense), net |
|
(3,083,569 |
) |
|
(1,498,905 |
) |
||
|
Other income (expense), net |
|
316,019 |
|
|
(17,011 |
) |
||
|
Total other income (expense) |
|
(7,474,908 |
) |
|
(1,560,916 |
) |
||
|
Net loss |
$ |
(17,812,415 |
) |
$ |
(7,467,201 |
) |
||
|
|
|
|
|
|||||
|
Loss per common share, basic and diluted |
$ |
(0.07 |
) |
$ |
(0.05 |
) |
||
|
|
|
|
|
|||||
|
Weighted average number of common shares outstanding, basic and diluted |
|
241,039,943 |
|
|
159,272,518 |
|
||
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Cost of sales
We incurred $660,938 and $0 of cost of sales for the three months ended March 31, 2026, and 2025, respectively. Cost of sales primarily consists of feedstock.
Operating expenses
We incurred $3,435,684 and $1,546,865 of operating costs for the three months ended March 31, 2026, and 2025, respectively. Direct costs primarily consist of plant utilities, plant operating expenses, and logistic and handling costs.
General and administrative expenses
We incurred $3,970,083 and $3,782,785 of general and administrative expenses during the three months ended March 31, 2026, and 2025, respectively. General and administrative expenses primarily consist of stock-based compensation, professional fees, payroll expenses, rent, and other expenses. The expenses have increased due to an increase in stock-based compensation and payroll cost during the three-month period ended March 31, 2026.
Severance expenses
We incurred $(14,516) and $0 of severance expenses during the three months ended March 31, 2026, and 2025, respectively. Severance expenses consist of cash and stock-based compensation that may be paid to former executives and contractors as part of their severance agreement. Severance expense was negative for the quarter due to the reversal of previously recorded amortization of stock-based compensation related to separated employees.
Professional fees
We incurred $2,634,006 and $576,635 of professional fees during the three months ended March 31, 2026 and 2025. Professional fees primarily consist of fees payable for transaction cost, consulting fees for transaction closing, legal fees, marketing consultancy, and other consultancy expenses.
Change in the fair value of notes payable
Change in the fair value of note payable was $(142,858) and $(45,000), respectively, for the three months ended March 31, 2026, and 2025. As a result of the Acquisition and Business Combination, XCF assumed several promissory note agreements and a note payable from Polar Multi-Strategy Master Fund (“Polar”) of $1,200,000. The Company elected the fair value option for valuing these notes. The Company recognized a $41,682 gain due to the change in fair value of the Polar note and is recorded within change in the fair value of note payable in the unaudited condensed consolidated statements of operation. The Company recognized a $101,176 gain due to the change in fair value of the other promissory notes and is recorded within change in the fair value of note payable in the unaudited condensed consolidated statements of operation.
Change in fair value of warrants
Change in the fair value of warrants was $(4,564,500) and $0, respectively, for the three months ended March 31, 2026, and 2025. In connection with the closing of Business Combination, the Company assumed 11,500,000 outstanding public warrants (the “Public Warrants”) to purchase an aggregate 11,500,000 shares of New XCF common stock at $11.50 and 6,400,000 outstanding private placement warrants (the “Private Placement Warrants”) to purchase an aggregate 6,400,000 shares of New XCF common stock at $11.50. The total value of the liability associated with the Public Warrants and Private Warrants was $3,415,500 and $1,900,800, measured at fair value.
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Interest expense
We incurred $3,083,569 and $1,498,905 of interest expense, net for the three months ended March 31, 2026 and 2025, respectively. Interest expense consists of interest incurred on our convertible promissory notes and notes payable and late fees on the notes payable. For the three months ended March 31, 2026, the Company entered into additional convertible promissory notes and incurred late fees on financial liability as compared to the three months ended March 31, 2025, resulting in additional interest expense being incurred during the period.
Other income (expenses), net
We earned income equal to $316,019 and incurred expenses equal to $(17,011), for the three months ended March 31, 2026, and 2025, respectively. Other expenses primarily consist of gain on settlement of accounts payable and discount on notes issued.
Encore Liability Agreement
On May 6, 2026, the Company and Encore entered into a payable acknowledgement and settlement agreement, pursuant to which approximately $16,701,982 of outstanding notes and certain liabilities due to Encore will be settled through the issuance of 37,033,386 shares of the Company’s Class A Common Stock, par value $0.0001. Encore provides EPC services to the Company. Encore is 100% owned by Randy Soule, the majority shareholder of the Company, and has provided feedstock degumming hydrotreater off gas conservation system construction services and sustainable aviation fuel conversion services to New Rise Reno.
Liability Conversion Agreements
On May 14, 2026, the Company entered into certain liability conversion agreements with various other parties for, among other things, a conversion price of $0.451 per share. The liability conversion includes six individuals and business entities providing for the conversion of $917,163 in debt for 2,033,621 shares of the Company’s Class A Common stock. When the six participants are included with the Encore debt conversion described above, the liability conversion represents $17,619,220 in debt for 39,067,007 shares of the Company’s Class A Common stock.
Advario Texas City, LLC Note Payable
On April 30, 2026, New Rise Renewables, LLC entered into a note with Advario Texas City, LLC (“Advario”) for $1,200,000. An amount of $25,000 was paid upon the execution of the note. An additional payment of $25,000 is due on July 1, 2026, or the operational start of the plant, whichever occurs first. The note calls for monthly installments of $50,000 beginning on May 15, 2026 until the note is paid in full.
Results of Operations — for the year ended December 31, 2025, and 2024
|
Year Ended |
Year Ended |
|||||||
|
December 31, |
December 31, |
|||||||
|
Revenue |
$ |
20,815,955 |
|
$ |
— |
|
||
|
Cost of sales |
|
24,586,068 |
|
|
— |
|
||
|
Gross loss |
|
(3,770,113 |
) |
|
— |
|
||
|
|
|
|
|
|||||
|
Operating expenses: |
|
|
|
|
||||
|
Operating expenses |
|
7,010,223 |
|
|
2,987,852 |
|
||
|
General and administrative expenses |
|
22,385,312 |
|
|
18,186,056 |
|
||
|
Severance expense |
|
19,162,500 |
|
|
— |
|
||
|
Professional fees |
|
15,559,033 |
|
|
— |
|
||
|
Total operating expenses |
|
64,117,068 |
|
|
21,173,908 |
|
||
|
Loss from operations |
|
(67,887,181 |
) |
|
(21,173,908 |
) |
||
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|
Year Ended |
Year Ended |
|||||||
|
December 31, |
December 31, |
|||||||
|
Other income (expense) |
|
|
|
|
||||
|
Change in the fair value of note payable |
|
4,567,951 |
|
|
— |
|
||
|
Change in the fair value of notes payable related party |
|
(514,709 |
) |
|
|
|||
|
Change in fair value of warrants |
|
209,916,200 |
|
|
— |
|
||
|
Loss on issuance of debt |
|
(138,000 |
) |
|
— |
|
||
|
Loss on issuance of debt to related party |
|
(40,531,000 |
) |
|
— |
|
||
|
ELOC commitment fees |
|
(7,400,000 |
) |
|
— |
|
||
|
Unrealized loss on derivative asset |
|
(16,156,071 |
) |
|
— |
|
||
|
Realized gain on derivative asset |
|
1,316,827 |
|
|
|
|||
|
Interest income (expense), net |
|
(9,155,274 |
) |
|
(2,930,889 |
) |
||
|
Other income (expense), net |
|
(13,975 |
) |
|
|
|
||
|
Total other income (expense) |
|
141,891,949 |
|
|
(2,930,889 |
) |
||
|
|
|
|
|
|||||
|
Net income (loss) |
$ |
74,004,768 |
|
$ |
(24,104,797 |
) |
||
|
|
|
|
|
|||||
|
Income (loss) per common share, basic and diluted(1) |
$ |
0.52 |
|
$ |
— |
|
||
|
|
|
|
|
|||||
|
Weighted average number of common shares outstanding, basic and diluted(1) |
|
142,298,067 |
|
|
— |
|
||
____________
(1) The historical common equity structure was in the form of membership percentages, and no shares were issued. As such, reporting periods prior to the year ended December 31, 2025 will not present share or per share data.
Revenue
The Company’s revenues are generated under an agreement with Phillips 66. Under the Phillips 66 agreement, the Company will sell renewable fuels and transfer Environmental Credits associated with the generation of the renewable fuels.
Sale of sustainable aviation fuel and Naphtha
As discussed in Note 1, the Company is currently in the process of constructing plants to process non-food feedstock into renewable fuels. While the Company owns several plants, none of the facilities have commenced production operations as of December 31, 2025. As the plants were in the construction phase, all sales of sustainable aviation fuel and Naphtha are considered activities to bring the plant assets to operating production; therefore, in accordance with ASC 360-10-30-1, sales of sustainable aviation fuel and Naphtha during the construction phase before operational commencement occurs are capitalized as a reduction of the cost of the plant. For the years ended December 31, 2025, $2,741,987 of net sales of Naphtha and synthetic blended components were capitalized as a reduction of the cost of the plants, respectively.
Sale of renewable diesel and Environmental Credits
The Company generates revenue from the sale of renewable diesel and transfer of related Environmental Credits under the contract with Phillips 66 when control is transferred to the customer. The amount of consideration to which the Company is entitled for the delivery of renewable diesel and Environmental Credits is based on pricing established in the contract that is indexed to commodity market prices and quantities sold. Revenue related to the sale of renewable energy and Environmental Credits is recognized at a point in time when control is transferred to the associated customer. During the years ended December 31, 2025, and 2024, $20,815,955 and $0 was recognized from the sales of renewable diesel, Naphtha and Environmental Credits.
Cost of Sales
We incurred $24,586,068 and $0 of cost of sales for the years ended December 31, 2025, and 2024, respectively. Cost of sales includes those costs directly associated with the production of revenues, such as raw material consumed, freight costs, factory overhead, personnel costs, and other direct production costs.
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Operating expenses
We incurred $7,010,223 and $2,987,852 of operating costs for the years ended December 31, 2025, and 2024, respectively. Operating costs primarily consist of plant utilities, repairs and maintenance, quality control and testing. The increase in operating costs is attributable to our New Rise facility starting production.
General and Administrative Expenses
We incurred $22,385,312 and $18,186,056 of general and administrative expenses during the years ended December 31, 2025, and 2024, respectively. General and administrative expenses primarily consist of stock-based compensation, professional fees, payroll expenses, rent, and other expenses. The expenses have increased due to a significant increase in the stock-based compensation and payroll cost during the year ended December 31, 2025.
Severance expense
We incurred $19,162,500 and $0 severance expenses for the years ended December 31, 2025, and 2024, respectively. Severance expenses consist of stock-based compensation that may be paid to former executives as part of their severance agreement.
Professional fees
We incurred $15,559,033 and $0 professional fees for the year ended December 31, 2025, and 2024, respectively. Professional fees primarily consist of fees payable for transaction cost, consulting fees for transaction closing, legal fees, marketing consultancy, and other consultancy expenses.
Change in the fair value of notes payable
Change in the fair value of note payable was $4,567,951 and $0, respectively, for the year ended December 31, 2025, and 2024. As a result of the Business Combination that closed June 6, 2025, XCF assumed a note payable from Polar of $1,200,000. The Company elected the fair value option for valuing this loan. From the date of Business Combination to period end, the Company recognized a $4,567,951 gain due to the change in fair value of the Polar note and several other note payables. This change is recorded within change in the fair value of note payable in the consolidated statements of operations.
Change in the fair value of note payable related party was $(514,709) and $0, respectively, for the year ended December 31, 2025, and 2024.
Change in fair value of warrants
Change in the fair value of warrants was $209,916,200 and $0, respectively, for the year ended December 31, 2025, and 2024. In connection with the closing of Business Combination, the Company assumed 11,500,000 outstanding public warrants (the “Public Warrants”) to purchase an aggregate 11,500,000 shares of New XCF common stock at $11.50 and 6,400,000 outstanding private placement warrants (the “Private Placement Warrants”) to purchase an aggregate 6,400,000 shares of New XCF common stock at $11.50. The total value of the liability associated with the Public Warrants and Private Warrants was $121,900,000 and $88, 768,000, measured at fair value at the Closing Date. The company has recognized a gain of $209,916,200 with the revaluation of these warrants.
Loss on issuance of debt
Loss on issuance of debt was $138,000 and $0, respectively, for the year ended December 31, 2025, and 2024.
Loss on issuance of debt to related party
Loss on issuance of debt to related party was $40,531,000 and $0, respectively, for the year ended December 31, 2025, and 2024. The loss was recorded on a promissory note issued to GL which has been converted to shares of Class A common stock.
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ELOC commitment fees
ELOC commitment fees were $7,400,000 and $0, respectively, for the year ended December 31, 2025, and 2024. The expenses are paid for commitment fees in connection with the ELOC Agreement with Helena for $50,000,000.
Unrealized and Realized loss on derivative asset
On May 30, 2025, XCF Global, Legacy XCF, Soule, in his individual capacity as a shareholder of Legacy XCF, and Helena entered into a promissory note (the “Helena Note”) for gross principal amount of $2,000,000. The Helena Note bears interest of $400,000, is unsecured, and is due at the earlier of (i) the date that is three months from Helena’s disbursement of the loan, (ii) an event of default (as specified in the Helena Note), if such note is then declared due and payable in writing by the holder or if a bankruptcy event occurs (in which case no written notice from the holder is required) or (iii) in connection with future debt or equity issuances by New XCF or its subsidiaries. In connection with the issuance of the Helena Note, Soule has agreed to transfer 2,840,000 shares of Legacy XCF common stock held by him to Helena, representing the expected number of shares of Legacy XCF common stock that will be equal to 1,948,862 shares of New XCF Class A common stock as of the closing of the Prior Business Combination (the “Advanced Shares”). Upon Helena’s receipt of an aggregate of $2,400,000 in (i) payments from New XCF and (ii) aggregate net proceeds from the sale of Advanced Shares, New XCF’s payment obligations for principal and interest under the Helena Note will have been satisfied and Helena is obligated to return any remaining Advanced Shares to Soule. If Helena shall have sold all of the Advanced Shares and not yet received at least $2,400,000 in net proceeds from the sale thereof and in other payments from New XCF, New XCF shall remain responsible for payment of any shortfall, which shall be payable as otherwise required under the terms of the Helena Note. As disclosed above with respect to the Helena Note, in connection with the issuance of the Helena Note, Soule agreed to transfer 2,840,000 shares of Legacy XCF common stock held by him to Helena. The Company and Soule entered into a letter agreement dated as of May 30, 2025 (the “Side Letter Forward” or “derivative asset”), pursuant to which the Company agreed to issue Soule 2,840,000 shares of Legacy XCF common stock (“Replacement Shares”) in consideration for Soule’s transfer of an equal number of shares to Helena. At issuance, the Company recorded the Replacement Shares and the Side Letter Forward at their fair value. On July 1 and July 16, 2025, the Company received cash payment from Helena totaling $2,249,381 for the remaining Advanced Shares, and in exchange the Company and Soule waived Helena’s obligation to return the those remaining Advanced Shares. The Company remeasured the derivate asset and recorded an unrealized gain of $97,443 which was recorded within unrealized loss on derivative asset in the consolidated statements of operations. The Company derecognized the derivative asset at the settlement date fair value and recorded $1,316,827 of gain for the difference between the cash received and the fair value of the derivative asset, which is recorded in realized gain on derivative asset. For the period ended December 31, 2025, the Company recognized a $16,156,071 loss on the Side Letter Forward, which is recorded in unrealized loss on derivative asset in the consolidated statement of operations. As of December 31, 2025, the fair value of the derivative asset is $0.
Interest income (expense), net
We incurred $(9,155,274) and $(2,930,889) of interest income (expense), net for the year ended December 31, 2025, and 2024, respectively. Interest expense consists of interest incurred on our convertible promissory notes and notes payable and late fees on the notes payable. For the year ended December 31, 2025, the Company entered into additional convertible promissory notes and incurred late fees on financial liability as compared to the year ended December 31, 2024, resulting in additional interest expense being incurred during the period.
Critical Accounting Estimates and Policies
Our financial statements are prepared in accordance with generally accepted accounting principles in the U.S. The preparation of our financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
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While our significant accounting policies are described in more detail in the notes to our financial statements, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Inventory
Inventories are comprised of raw materials, work-in-process and finished goods, and are stated at the lower of cost or net realizable value. Cost is determined by using the weighted average method. Management compares the cost of inventories with the net realizable value, and an allowance is made to write down inventories to market value, if lower. Net realizable value is the estimated selling price in the ordinary course of business, less predictable cost of completion and applicable selling expenses. The cost of inventories includes inbound freight costs. As of March 31, 2026, the Company had $0 and $38,752 of raw material and finished goods inventory, net of reserves, respectively. As of March 31, 2025, the Company did not hold any inventory.
As of December 31, 2025, the Company reported finished goods inventory of $337,971, net of reserves, and recorded inventory reserves of $49,277, primarily related to finished goods. The Company did not hold any inventory as of December 31, 2024. Inventory balances and related reserves may fluctuate in future periods as the Company expands operations and responds to changes in demand and market conditions.
Impairment of Long-Lived Assets
Long-lived assets, including construction in progress, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future net cash flows expected to be generated by the asset group. If an asset group is determined not to be recoverable, the asset group’s carrying value is considered to be impaired. The impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair market value of the assets and is allocated to individual assets in the asset group on a relative fair value basis, not to be reduced below an individual asset’s fair value. During the periods ended March 31, 2026 and December 31, 2025, no triggering events were identified that would require a quantitative assessment. During the periods ended March 31, 2026, and December 31, 2025, no impairment expense was recognized. During the year ended December 31, 2024, no triggering events were identified that would require a quantitative assessment. During the periods ended December 31, 2025, and December 31, 2024, no impairment expense was recognized.
Income Taxes
The Company’s income tax policy is considered critical due to the significant judgment required in evaluating deferred tax assets, assessing valuation allowances, and estimating liabilities for uncertain tax positions. Management regularly reviews the realizability of deferred tax assets and adjusts valuation allowances accordingly. The Company also evaluates tax positions taken in filed returns and records reserves where appropriate.
Construction in progress (“CIP”)
We incur costs related to the development and construction of our projects. Development costs are expensed as incurred. Once management concludes that construction of a project is probable and sufficient development milestones have been achieved, certain directly attributable costs are capitalized as construction in progress and depreciated over the useful life of the related asset once placed into service.
Determining whether a project has reached the point at which construction is considered probable requires significant judgment and depends on factors such as regulatory approvals, financing availability, project economics, and management’s intent and ability to proceed. If management’s judgments regarding project viability change, capitalized costs could be written off, which could have a material adverse effect on our financial results.
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New Accounting Pronouncements
Recently Issued, Not Yet Adopted Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40)–Disaggregation of Income Statement Expenses,” which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In November 2024, the FASB issued ASU 2024-04 (“ASU 2024-04”), Debt-Debt with Conversion and Other Options (Subtopic 470-20). The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The standard is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company is currently evaluating the impact that the adoption of ASU 2024-04 may have on its disclosures in its consolidated financial statements.
Recently Adopted Accounting Pronouncements
In May 2025, the FASB issued ASU 2025-03 (“ASU 2025-03”), Business Combinations (Topic 805) and Consolidation (Topic 810), which enhance the comparability of financial statements across entities engaging in acquisition transactions effected primarily by exchanging equity interests when the legal acquiree meets the definition of a business. Specifically, under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The amendments in this Update do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The amendments are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendment should be applied prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company early adopted the ASU 2025-03 as of January 1, 2025. The adoption of ASU 2025-03 did not have a material impact on its consolidated financial statements as of December 31, 2025.
In December 2023, the FASB issued ASU 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company adopted ASU 2023-09 as of January 1, 2025. The adoption did not have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04 (“ASU 2024-04”), Debt-Debt with Conversion and Other Options (Subtopic 470-20). The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The standard is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company adopted ASU 2024-04 as of January 1, 2026, on a prospective basis. The adoption did not have a material impact on its unaudited condensed consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Scope Clarifications for Certain Contracts and Share-Based Consideration. The amendments refine the scope of ASC 815 by introducing a new exception for certain non-exchange-traded contracts whose underlying variables are based on the operations or activities of one of the contract parties, thereby reducing the number of arrangements requiring derivative accounting. The ASU also clarifies that share-based noncash consideration
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received from a customer is accounted for under ASC 606, measured at fair value at contract inception and recognized as revenue as performance obligations are satisfied, unless and until the instrument becomes subject to other applicable GAAP. ASU 2025-07 is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2025-07 as of January 1, 2026. The adoption did not have a material impact on its unaudited condensed consolidated financial statements.
Liquidity and Capital Resources
We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to account for changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of March 31, 2026, we had a working capital shortage of $240,613,017 (current assets of $4,225,054 less current liabilities of $244,838,071). The significant working capital deficient is primarily due to the notes payable that have been reclassified as current notes payable. These conditions raise substantial doubt about our ability to continue as a going concern.
As of December 31, 2025, we had a working capital deficit of $221,365,831 (current assets of $27,648,607, less current liabilities of $249,014,438 These conditions raise substantial doubt about our ability to continue as a going concern.
On April 18, 2025, and April 30, 2025, the Company received notice that New Rise Reno is in default of the terms of the financial liability to Greater Nevada Credit Union (“GNCU”) for its failure to make certain payments that are due and owing thereunder. By letter dated August 6, 2025, GNCU notified New Rise Reno of additional events of default and the acceleration of the full unpaid balances of the GNCU Loan. The acceleration notice indicated that the amount owing as of August 5, 2025, excluding applicable fees, costs, and penalties, is $130,671,882.10. On August 27, 2025, GNCU withdrew the notice of acceleration; however, GNCU did not withdraw, modify, or waive the notice of additional events of default and failure to timely cure ongoing payment default. The Company is in active discussions with GNCU to resolve these matters, including the possibility of a potential forbearance or modified loan payment schedule while the Company seeks and secures financing and ramps-up SAF production. The Company is actively evaluating financing alternatives that, if completed, would allow the refinancing of the GNCU Loan and the Ground Lease payments. However, there can be no assurance that the Company will be able to reach agreement with GNCU to resolve these matters on acceptable terms, or at all. If GNCU pursues one or more of its available remedies and is successful in exercising its possessory or foreclosure remedies, such events would materially disrupt operations and could result in a temporary or permanent cessation of operations at the New Rise Reno production facility.
As part of the acquisition of the Fort Myers and Wilson facilities, Legacy XCF assumed unsecured debt of $1,519,625. As of the date of this joint proxy statement/prospectus, the Company is in default under certain of these unsecured loan agreements due to the non-payment of scheduled principal and/or interest amounts. The affected loans have an aggregate principal balance of approximately $983,750 and interest payable of approximately $353,875 and carry maturities ranging from 2021 to 2024. Although the holders have not yet exercised their rights, they could call the notes or take other action at any time. The Company is actively engaged in discussions with the affected lenders regarding potential amendments, forbearance arrangements, or restructuring of the outstanding obligations, but there can be no assurance that such discussions will result in a favorable outcome or a waiver of the existing defaults.
As of the date of this joint proxy statement/prospectus, the Company has not repaid Polar Multi-Strategy Master Fund $1,200,000 of the assumed liability in connection with the closing of the Business Combination. The unpaid balance carries a penalty interest rate of 120,000 shares per month that the amount remains outstanding. On June 28, 2025, XCF received notice from Polar that it was in technical default of the Polar Subscription Agreement. On October 7, 2025, the Company issued 480,000 shares of Class A common stock to Polar for the default, and on April 24, 2026, the Company issued an additional 600,000 shares of Class A common stock to Polar for the continuing default.
The Company’s ultimate success is dependent on its ability to obtain additional financing and generate sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require significant capital to sustain operations and significant investments to execute its long-term business plan. Additionally, the Company anticipates
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incurring significant expense in connection with negotiating the Potential Transaction among the Company, DEVS, Southern and EEME, as well as integrating and operating the combined companies should the Potential Transaction be consummated, of which there can be no assurances. Absent generation of sufficient revenue from the execution of the Company’s long-term business plan, the Company will need to obtain debt or equity financing, especially if the Company experiences downturns, delays in production, or other operating disruptions in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from operations. In addition, the Company’s business plan anticipates that we will grow our business through a combination of acquiring and constructing new production facilities and converting existing production facilities that we acquire to SAF production, all of which is anticipated to require us to raise capital, of which there can be no assurances, and may require that we incur debt, assume contingent liabilities or amortize expenses related to intangible assets, any of which could harm our business.
Such additional debt or equity financing may not be available to the Company on favorable terms, if at all. If we do raise additional capital through public or private equity or convertible debt offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of holders of our Class A common stock. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or paying dividends.
The Company continues to actively pursue additional capital resources. Although the Company remains optimistic about possibilities, there can be no assurance that the Company will be successful in raising additional capital. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors”.
Current cash and cash equivalents as of March 31, 2026, excluding restricted cash, totaled $1,047,539. We do not believe cash on hand will be adequate to satisfy obligations in the ordinary course of business over the next twelve months. Management has assessed the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise sufficient funds to pay ongoing operating expenditures and meet its obligations over the next twelve months. Based on this assessment, there are material uncertainties about the business that may cast doubt about the Company’s ability to continue as a going concern. The Company historically was able to obtain certain bridge financing from a significant shareholder (GL Part SPV I, LLC) to fund its operations, but there is no ongoing commitment or obligation to provide such financing in the future. The Company is currently actively seeking new sources of financing, which will enable the Company to meet its obligations for the twelve-month period from the date the financial statements were available to be issued. The financial statements do not give effect to any adjustments that are required to realize assets and discharge liabilities in other than the normal course of business and at amounts different from those reflected in the financial statements. Such adjustments could be material.
The table below presents our cash flows during the three months ended March 31, 2026, and 2025, respectively:
|
For the |
For the |
|||||||
|
Net cash provided by (used in): |
|
|
|
|
||||
|
Operating activities |
$ |
(4,335,536 |
) |
$ |
(3,306,468 |
) |
||
|
Investing activities |
|
(2,695,771 |
) |
|
(930,099 |
) |
||
|
Financing activities |
|
7,923,909 |
|
|
4,387,000 |
|
||
|
Net increase in cash |
$ |
892,602 |
|
$ |
150,433 |
|
||
Individual components of our cash flows are discussed below:
Net cash used in operating activities
Net cash used in operating activities during the three months ended March 31, 2026, and 2025 was $(4,335,536) and $(3,306,468) respectively.
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For the three months ended March 31, 2026, net cash used in operating activities of ($4,335,536) primarily consisted of non-cash change in fair value of warrants liabilities of $4,564,500, partially offset by net loss of $17,812,415 and a benefit of stock based compensation expenses of 4,704,128, a decrease in accounts receivable of 21,745,385, a decrease in accounts payable of $18,954,040 and an increase of accrued expenses of $6,317,874.
For the three months ended March 31, 2025, net cash used in operating activities was $(3,306,468). Net cash used in operating activities primarily consisted of a net loss of $7,467,201 and an increase in accrued expenses of $2,056,993.
Net cash used in investing activities
Net cash used in investing activities during the three months ended March 31, 2026, and 2025 was $2,695,771 and $1,150,996, respectively.
For the three months ended March 31, 2026 and March 31, 2025, net cash used in investing activities primarily consisted of additions to construction in progress of $2,695,771 and $1,150,996, respectively.
Net cash provided by financing activities
Net cash provided by financing activities during the three months ended March 31, 2026, and 2025 was $7,923,909 and $4,387,000, respectively.
During the three months ended March 31, 2026, net cash provided by financing activities primarily consisted of proceeds from stock issuances of $9,580,229 and repayment of notes of $1,656,320.
Net cash provided by financing activities during the three months ended March 31, 2025, was $4,387,000. Net cash provided by financing activities consisted of proceeds from member contributions.
As of December 31, 2025 and 2024, we had $159,232 and $413,006 in cash, respectively. We are actively managing current cash flows until such time that we are profitable. The table below presents our cash flows during the years ended December 31, 2025 and 2024, respectively:
|
Years Ended December 31, |
||||||||
|
2025 |
2024 |
|||||||
|
Net cash used in operating activities |
$ |
(17,857,747 |
) |
$ |
(11,137,519 |
) |
||
|
Net cash used in investing activities |
|
(1,563,317 |
) |
|
(28,918,084 |
) |
||
|
Net cash provided by financing activities |
|
19,167,290 |
|
|
40,292,009 |
|
||
|
Net increase (decrease) in cash and cash equivalents |
$ |
(253,774 |
) |
$ |
236,406 |
|
||
During the years ended December 31, 2025 and 2024, cash used in operations was $17,857,747 and $11,137,519, respectively. The use of cash in all periods primarily resulted from our net losses adjusted for non-cash items and changes in operating assets and liabilities.
During the fiscal years ended December 31, 2025 and 2024, cash used in investing was $1,563,317 and $28,918,084, respectively. This primarily consisted of purchases of property and equipment.
During the years ended December 31, 2025 and 2024, cash provided by financing was $19,167,290 and $40,292,009, respectively. The net cash provided by financing activities for the year ended December 31, 2025, was primarily from proceeds from related party note payable and proceeds from borrowing.
Additional details of our financing activities for the periods reflected in this report as well as certain information on our outstanding shares is provided below:
Financings
We have funded our business to date primarily from the issuance of our common stock and convertible debentures through private placements, from proceeds from the exercises of warrants, from sales of renewable fuel and from loans from related parties.
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On February 14, 2024, Legacy XCF and GL entered into a note purchase agreement pursuant to which $1,210,383 of principal amount of prior loans were consolidated into one convertible promissory note issued by Legacy XCF in an equivalent principal amount, interest rate and conversion terms. GL subsequently exercised its right to convert the $1,210,383 of principal and $9,487 in accrued interest into 1,219,870 shares of Legacy XCF common stock. At the closing of the Business Combination, the 1,219,870 Legacy XCF common stock issued to GL were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 1,219,870 Legacy XCF shares converted into 837,164 shares of XCF Class A common stock upon closing.
On February 26, 2024, Legacy XCF and GL entered into a note purchase agreement pursuant to which GL agreed to purchase, and XCF agreed to sell and issue to GL a convertible promissory note in principal amount of $600,000. The unsecured, convertible note provided for an interest rate of 10% per annum, with the principal amount plus any accrued interest convertible into shares of Legacy XCF common stock at a conversion price of $1 per share. GL subsequently exercised its right to convert the $600,000 of principal and $164 in accrued interest into 600,164 shares of Legacy XCF common stock. At the closing of the Business Combination, the 600,164 Legacy XCF common stock issued to GL was automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 600,164 Legacy XCF shares converted into 411,876 shares of XCF Class A common stock upon closing.
During Q4 2024, Legacy XCF entered into four note purchase agreements pursuant to which GL agreed to purchase, and XCF agreed to sell and issue to GL, four promissory notes in principal amounts of $2,000,000, $1,000,000, $1,090,000, and $250,000. The unsecured convertible notes provided for an interest rate of 10% per annum, with the principal amount plus any accrued interest convertible into shares of Legacy XCF common stock at a conversion price of $0.40 per share. GL subsequently exercised its right to convert the principal amounts of each note into 5,000,000 shares, 2,500,000 shares, 2,725,000 shares, and 625,000 shares of Legacy XCF common stock, respectively, for each principal amount noted above. No interest was accrued on the principal amounts of the notes. At the closing of the Business Combination, the 5,000,000 shares, 2,500,000 shares, 2,725,000 shares and 625,000 shares, totaling 10,350,000 of Legacy XCF common stock issued to GL were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 10,350,000 Legacy XCF shares converted into 7,102,924 shares of XCF Class A common stock upon closing.
On January 14, 2025, Legacy XCF entered into two note purchase agreements pursuant to which GL agreed to purchase, and XCF agreed to sell and issue to GL, two promissory notes in principal amounts of $200,000 and $138,333. The unsecured convertible notes provided for an interest rate of 10% per annum, with the principal amount plus any accrued interest convertible into shares of Legacy XCF common stock at a conversion price of $0.40 per share. GL subsequently exercised its right to convert the principal amounts of each note into 500,000 shares and 345,833 shares, respectively, for each principal amount noted above. No interest was accrued on the principal amounts of the notes. At the closing of the Business Combination, the 500,000 and 345,833 shares, totaling 845,833 of Legacy XCF common stock issued to GL were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 845,833 Legacy XCF shares converted into 580,472 shares of XCF Class A common stock upon closing.
On January 14, 2025, Legacy XCF entered into a note purchase agreement with Sky MD, LLC (“Sky MD”) to which Sky MD agreed to purchase, and XCF agreed to sell and issue to Sky MD, a promissory note in principal amount of $138,333. The unsecured, convertible note provided for an interest rate of 10% per annum, with the principal amount plus any accrued interest convertible into shares of Legacy XCF common stock at a conversion price of $0.40 per share. Sky MD subsequently exercised its right to convert the principal amount of the note into 345,833 shares. No interest was accrued on the principal amount of the notes. At the closing of the Business Combination, the 345,833 of Legacy XCF common stock issued to Sky MD were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 345,833 Legacy XCF shares converted into 237,336 shares of XCF Class A common stock upon closing.
On January 14, 2025, Legacy XCF entered into a note purchase agreement with Focus Impact Partners, LLC (“Focus Impact Partners”) pursuant to which Focus Impact Partners agreed to purchase, and Legacy XCF agreed to sell and issue to Focus Impact Partners, a promissory note in principal amount of $150,000. The unsecured, convertible note provided for an interest rate of 10% per annum, with the principal amount plus any accrued interest convertible into shares of Legacy XCF common stock at a conversion price of $0.40 per share. Focus Impact Partners subsequently exercised its right to convert the principal amount of the note into 375,000 shares. No interest was accrued on the principal amount of the note.
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At the closing of the Business Combination, the 375,000 shares of Legacy XCF common stock issued to Focus Impact Partners were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 375,000 Legacy XCF shares converted into 257,352 shares of XCF Class A common stock upon closing.
On January 31, 2025, Legacy XCF and Innovativ Media Group, Inc. entered into a promissory note for $500,000. The promissory note bears interest of $100,000, payable on the earliest of March 31, 2025, unless extended by mutual written consent of XCF and Innovativ Media Group, Inc., or upon an event of default. In connection with the issuance of the promissory note, Legacy XCF issued 250,000 shares of its common stock to Innovativ Media Group, Inc. At the closing of the Business Combination, the 250,000 shares of Legacy XCF common stock issued to Innovativ were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 250,000 Legacy XCF shares converted into 171,568 shares of XCF Class A common stock upon closing.
On April 17, 2025, Legacy XCF and Innovativ entered into a first amendment to the Innovativ Promissory Note (the “Amended Innovativ Promissory Note”) whereby the payment terms of the note were amended to the earliest of (i) 10 business days from the date of XCF entering into a Qualified Financing Event and receiving proceeds therefrom, unless extended in writing by mutual consent of Legacy XCF and Innovativ, or (ii) an event of default (as specified in the Amended Innovativ Promissory Note), if such note is then declared due and payable in writing by Innovativ. A “Qualified Financing Event” under the Amended Innovativ Promissory Note means the closing of any transaction or series of related transactions, including without limitation any equity or debt financing, that results in gross proceeds to the Company of at least $15,000,000, and that directly or indirectly results in the Company’s refinancing, repayment, or restructuring of any portion of its secured debt obligations, including through a refinancing, recapitalization, debt-for-equity exchange, secured loan facility, or other similar financing arrangement; provided, however, that any such event shall not be deemed a Qualified Financing Event unless, following the closing of such transaction(s), XCF maintains a minimum cash balance of at least $3,000,000 in its primary operating bank account, and each of the foregoing conditions is fully satisfied without waiver or modification, except as may be expressly agreed to in writing by Innovativ and XCF. The Amended Innovativ Promissory Note also provides for additional one-time interest payment on the note at a fixed rate of 12% or $60,000, which amount is in addition to the interest already payable on the original note.
On February 13, 2025, Legacy XCF and GL entered into a promissory note (the “February 2025 Promissory Note”) for the gross principal amount of $1,200,000 with net proceeds from the note equal to $1,000,000. The February 2025 Promissory Note bears interest of $200,000, is unsecured, and, under its initial terms, payment of the February 2025 Promissory Note was due at the earlier of (i) 30 days from the date of receipt of any customer payment paid to XCF, unless extended in writing by mutual consent of XCF and GL or (ii) an event of default (as specified in the February 2025 Promissory Note), if such note is then declared due and payable in writing by GL. In connection with the issuance of the February 2025 Promissory Note, Legacy XCF issued 200,000 shares of its common stock to GL. At the closing of the Business Combination, the 200,000 shares of Legacy XCF common stock issued to Innovativ were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 200,000 Legacy XCF shares converted into 137,255 shares of XCF Class A common stock upon closing.
On April 17, 2025, Legacy XCF and GL entered into a first amendment to the February 2025 Promissory Note (the “Amended February 2025 Promissory Note”) whereby the payment terms of the note were amended to the earliest of (i) 10 business days from the date of XCF entering into a Qualified Financing Event and receiving proceeds therefrom, unless extended in writing by mutual consent of XCF and GL, or (ii) an event of default (as specified in the Amended February 2025 Promissory Note), if such note is then declared due and payable in writing by GL. A “Qualified Financing Event” under the Amended February 2025 Promissory Note means the closing of any transaction or series of related transactions, including without limitation any equity or debt financing, that results in gross proceeds to the Company of at least $15,000,000 and that directly or indirectly results in the Company’s refinancing, repayment, or restructuring of any portion of its secured debt obligations, including through a refinancing, recapitalization, debt-for-equity exchange, secured loan facility, or other similar financing arrangement; provided, however, that any such event shall not be deemed a Qualified Financing Event unless, following the closing of such transaction(s), XCF maintains a minimum cash balance of at least $3,000,000 in its primary operating bank account, and each of the foregoing conditions is fully satisfied without waiver or modification, except as may be expressly agreed to in writing by GL and XCF.
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On April 17, 2025, Legacy XCF and GL entered into a promissory note (the “April 2025 Promissory Note”) for the gross principal amount of $2,500,000. The April 2025 Promissory Note bears interest of $300,000, is unsecured, and is due at the earlier of (i) 10 business days from the date of XCF entering into a Qualified Financing Event and receiving proceeds therefrom unless extended in writing by mutual consent of XCF and GL, or (ii) an event of default (as specified in the April 2025 Promissory Note), if such note is then declared due and payable in writing by GL. A “Qualified Financing Event” under the April 2025 Promissory Note means the closing of any transaction or series of related transactions, including without limitation any equity or debt financing, that results in gross proceeds to the Company of at least $15,000,000, and that directly or indirectly results in the Company’s refinancing, repayment, or restructuring of any portion of its secured debt obligations, including through a refinancing, recapitalization, debt-for-equity exchange, secured loan facility, or other similar financing arrangement; provided, however, that any such event shall not be deemed a Qualified Financing Event unless, following the closing of such transaction(s), XCF maintains a minimum cash balance of at least $3,000,000 in its primary operating bank account, and each of the foregoing conditions is fully satisfied without waiver or modification, except as may be expressly agreed to in writing by GL and XCF. In connection with the issuance of the April 2025 Promissory Note, Legacy XCF issued 5,000,000 shares of its common stock to Innovativ based on assignment from GL. At the closing of the Business Combination, the 5,000,000 shares of Legacy XCF common stock issued to Innovativ were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 5,000,000 Legacy XCF shares converted into 3,431,364 shares of XCF Class A common stock upon closing.
Narrow Road Capital Note
On May 1, 2025, Legacy XCF and Narrow Road Capital, Ltd. entered into a promissory note (the “Narrow Road Note”) for the gross principal amount of $700,000. The Narrow Road Note bears interest of $140,000, is unsecured, and is due at the earlier of (i) September 30, 2025, or (ii) an event of default (as specified in the Narrow Road Note), if such note is then declared due and payable in writing by the holder. In connection with the issuance of the Narrow Road Note, the holder has the right, but not the obligation, to elect to receive up to 280,000 shares of common stock of the Legacy XCF, at any time on or before the earlier of (x) the repayment of the Narrow Road Note in full, or (ii) six (6) months from issuance of the Narrow Road Note. This right lapses automatically if not exercised by such date. If such share issuance occurs after the closing of the Business Combination transaction with Focus Impact, the shares to be issued will be calculated based on the finalized conversion ratio applicable to shares of Legacy XCF in connection with the Business Combination closing. Narrow Road elected to receive 500 shares on May 30, 2025. On September 10, 2025 Narrow Road elected the right to receive the remaining outstanding 279,500 shares associated with the note which were convertible into 191,813 shares of XCF Class A common stock.
Cribb Note
On May 14, 2025, Legacy XCF and Gregory Segars Cribb entered into a promissory note (the “Cribb Note”) for the gross principal amount of $250,000. The Cribb Note bears interest of $50,000, is unsecured, and is due at the earlier of (i) September 30, 2025, or (ii) an event of default (as specified in the Cribb Note), if such note is then declared due and payable in writing by the holder. In connection with the issuance of the Cribb Note, the holder has the right, but not the obligation, to elect to receive up to 100,000 shares of common stock of the Company, at any time on or before the earlier of (x) the repayment of the Cribb Note in full, or (ii) six (6) months from issuance of the Cribb Note. This right lapses automatically if not exercised by such date. If such share issuance occurs after the closing of the Business Combination transaction with Focus Impact, the shares to be issued will be calculated based on the finalized conversion ratio applicable to shares of Legacy XCF in connection with the Business Combination closing. Gregory Segars Cribb elected to receive 500 shares on May 30, 2025. On September 10, 2025 Gregory Segars Cribb elected the right to receive the remaining outstanding 99,500 shares associated with the note were convertible into 68,214 shares of XCF Class A common stock.
ELOC Agreement
On May 30, 2025, Legacy XCF and XCF entered into an equity line of credit purchase agreement (the “ELOC Agreement”) with Helena Global Investment Opportunities I Ltd (the “Investor”). Pursuant to the ELOC Agreement, following the completion of the Business Combination, XCF will have the right to issue and to sell to the Investor from time to time, as provided in the ELOC Agreement, up to $50,000,000 of Class A Common Stock of XCF, subject to the conditions set forth therein. As a commitment fee in connection with the execution of the ELOC Agreement, Legacy
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XCF has issued 740,000 shares of Legacy XCF’s common stock to the Investor, representing the expected number of shares of its common stock that will be equal to 500,000 shares of XCF Class A common stock as of the closing of the Business Combination.
Helena Note
On May 30, 2025, Legacy XCF, XCF Global, Soule, in his individual capacity as a shareholder of XCF, and Helena entered into the Helena Note for gross principal amount of $1,948,862. The Helena Note bears interest of $400,000, is unsecured, and is due at the earlier of (i) the date that is three months from Helena’s disbursement of the loan evidenced by the Helena Note, (ii) an event of default (as specified in the Helena Note), if such note is then declared due and payable in writing by the holder or if a bankruptcy event occurs (in which case no written notice from the holder is required) or (iii) in connection with future debt or equity issuances by XCF or its subsidiaries. In connection with the issuance of the Helena Note, Soule has agreed to transfer 2,840,000 shares of Legacy XCF common stock held by him to Helena, representing the expected number of shares of Legacy XCF common stock that will be equal to 2,000,000 Advanced Shares. Upon Helena’s receipt of an aggregate of $2,400,000 in (i) payments from XCF and (ii) aggregate net proceeds from the sale of Advanced Shares, XCF’s payment obligations for principal and interest under the Helena Note will have been satisfied and Helena is obligated to return any remaining Advanced Shares to Soule. If Helena shall have sold all of the Advanced Shares and not yet received at least $2,400,000 in net proceeds from the sale thereof and in other payments from XCF, XCF shall remain responsible for payment of any shortfall, which shall be payable as otherwise required under the terms of the Helena Note. As disclosed above with respect to the Helena Note, in connection with the issuance of the Helena Note, Soule agreed to transfer 2,840,000 shares of Legacy XCF common stock held by him to Helena.
The Company and Soule entered into a share issuance letter agreement dated as of May 30, 2025, pursuant to which the Company agreed to issue Soule 2,840,000 shares of Legacy XCF common stock in consideration for Soule’s transfer of an equal number of shares to Helena.
At the closing of the Business Combination, the 2,840,000 shares of Legacy XCF common stock issued to Soule were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 2,840,000 Legacy XCF shares converted into 1,949,015 shares of XCF Class A common stock upon closing.
On July 10, 2025, XCF and Helena entered into Amendment No. 1 to the Helena Note (“Helena Amendment No. 1”). Pursuant to Helena Amendment No. 1, in exchange for a cash payment from Helena of $2,249,771, XCF and Soule waived Helena’s obligation to return certain shares of the Company’s Class A common stock pursuant to Section 11.2 of the original Helena Note. XCF and Soule agreed to amend the share issuance agreement. Under the terms of the amendment, Soule has agreed to return to XCF for cancellation of certain shares that had been issued to him pursuant to the Shares Issuance Agreement.
EEME Energy
On July 29, 2025, XCF and EEME Energy entered into a convertible note purchase agreement (the “EEME Note Purchase Agreement”) pursuant to which the Company agreed to issue and sell up to $7,500,000 in aggregate principal amount of convertible promissory notes in one or more closings. In connection with the execution of the EEME Note Purchase Agreement, the Company also agreed to pay an arrangement fee and advisory fee to EEME Energy, which will be paid through the issuance of 750,000 shares of the Company’s Class A common stock as it relates to the arrangement fee and 200,000 of the Company’s Class A common stock as it relates to the advisory fee. EEME Energy has elected to convert in aggregate $7,200,000 of the Convertible Promissory Note (including any interest accrued thereon) into shares of common stock of XCF.
On November 17, 2025, the Company and EEME Energy consummated a subsequent closing and issued a Note in the aggregate principal amount of $1.2 million to EEME Energy. Also on November 17, 2025, EEME Energy elected to convert the entire outstanding principal of $1,200,000 and the interest payment conversion amount of $159,600 into Company’s Common stock and assigned the shares to a third-party (Innovativ Media Group, Inc.). The conversion price was approximately $0.64 per share (5% discount to the 5-day variable weighted average price of $0.67), resulting in the issuance of 2,131,823 shares of Common stock.
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On November 21, 2025, the Company issued 950,000 shares of Class A Common stock to EEME Energy as settlement for the arrangement fee and advisory fee in connection with the EEME Note Purchase Agreement.
As of March 31, 2026, in connection with the Proposed Transaction described above and pursuant to the Term Sheet, the Company has issued 69,000,000 shares of Common Stock to EEME Energy for approximately $6,900,000.
Cohen & Company Securities Note
On July 7, 2025, Cohen & Company Securities, LLC (“CCS”) converted previously accrued $5,500,000 of success fees into a promissory note (the “CCS Note”). The CCS Note bears interest of 10% per annum compounded monthly, is unsecured, and is due December 31, 2026 (“Maturity Date”). Commencing on June 30, 2025, interest is payable in kind or cash at the election of the Company by accruing such interest in arrears on the last day of each month. Beginning on September 6, 2025, and on each month thereafter until Maturity Date, the Company shall pay $343,750 (each such payment, an “Amortization Payment”) to CCS. The Company may, in its sole discretion, elect to pay all or any portion of the Amortization Payments or any interest due and payable on the Maturity Date in Class A common stock. At the issuance date, the Company determined a fair value of $4,796,223 for the CCS Note. For the year ended December 31, 2025, and 2024, the Company recognized a gain of $279,334 and $0, respectively, in fair value adjustments which is recorded in change in the fair value of note payable in the consolidated statements of operations. As of December 31, 2025 the fair value of the CCS Note was $5,220,666.
Skyfall Capital and YBR Advisors
On October 22, 2025, the Company entered into two promissory notes, one with Skyfall Capital Ltd. and another with YBR Advisors Inc. Each note is in the principal amount of $560,000, for an aggregate principal amount of $1,120,000 (collectively, the “Notes”). Each note includes an original issue discount of $60,000 resulting in net proceeds of $500,000 for each note (or $1,000,000 in the aggregate). The Notes bear no interest except upon an event of default, at which point interest accrues at 12% per annum on overdue amounts. The Notes mature three months from disbursement of the loan proceeds. Disbursement is conditioned upon the filing of a registration statement with the Securities and Exchange Commission registering shares of the Company’s common stock issuable under the Purchase Agreement dated May 30, 2025, with Helena Global Investment Opportunities 1 Ltd. The Company is required to apply 50% of net proceeds from sales of common stock under the Purchase Agreement to repay the Notes on a pro rata basis. The Notes also contain mandatory prepayment provisions requiring immediate repayment using proceeds from any debt issuances other than permitted debt. For the year ended December 31, 2025, and 2024 the Company recognized a gain of $2,128 and $0 respectively, in fair value adjustments which is recorded in change in the fair value of note payable in the consolidated statements of operations. As of December 31, 2025 the fair value of the notes was $1,080,131.
Encore DEC, LLC Payable Settlement
On November 19, 2025, the Company, New Rise, a subsidiary of the Company, and Encore entered into a payable acknowledgement and settlement agreement (the “Encore Agreement”), pursuant to which $28,000,000 of the then outstanding accounts payable due to Encore will be settled through the issuance of shares of the Company’s Class A Common Stock. Encore provides EPC services to the Company. Encore is 100% owned by Soule, the second largest shareholder of the Company, and has provided feedstock degumming hydrotreater off gas conservation system construction services and sustainable aviation fuel conversion services to New Rise Reno.
Under the Encore Agreement, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 36,779,193 shares of Class A Common Stock have been issued to Encore. Immediately after the conversion, Soule beneficially owns approximately 53.6% of the Company’s outstanding Class A Common Stock inclusive of shares held directly, and indirectly through RESC Renewables Holdings and Encore DEC, LLC. As a result, Soule may be deemed to have beneficial ownership of such shares and may be able to exert significant influence over matters submitted to the Company’s stockholders.
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GL Part SPV I, LLC
Loan Acknowledgement and Conversion Agreement
On November 19, 2025, the Company, New Rise Reno and GL entered into a loan acknowledgement and conversion agreement (the “GL Loan Agreement”) whereby GL has the right to convert $2,350,000 of the then outstanding loan payable to GL into shares of the Company’s Class A Common Stock. GL is an existing shareholder of the Company and previously provided debt and loan financing to the Company and its subsidiaries. Subsequent to the parties’ execution and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under the GL Loan Agreement, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 3,086,825 shares of Class A Common Stock have been issued to GL.
GL Amendment No. 1 to Form of Promissory Note
On November 19, 2025, the Company, XCF Global Capital, Inc. and GL entered into an amendment to the form of promissory note dated April 17, 2025 (the “GL Amendment No. 1”) whereby GL has the right to convert $2,500,000 of the then outstanding principal amount and $300,000 of interest due to GL into shares of the Company’s Class A Common Stock. Subsequent to the parties’ execution and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under the GL Amendment No. 1, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 3,677,919 shares of Class A Common Stock have been issued to GL.
GL Amendment No. 2 to Form of Promissory Note
On November 19, 2025, the Company, XCF Global Capital, Inc. and GL entered into an amendment to the form of promissory note dated February 13, 2025 (the “GL Amendment No. 2”) whereby GL has the right to convert $1,200,000 of the then outstanding principal amount and $240,000 of interest due to GL into shares of the Company’s Class A Common Stock. Subsequent to the parties’ execution and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under the GL Amendment No. 2, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 1,891,501 shares of Class A Common Stock have been issued to GL.
Immediately after the conversions pursuant to the GL Loan Agreement, the GL Amendment No. 1 and the GL Amendment No. 2, GL Part SPV I, LLC will be deemed to beneficially own through itself, GL Part SPV II, LLC and EEME Energy SPV I, LLC, approximately 19.9% of the Company’s outstanding Class A Common Stock.
GL Part SPV I, LLC, is an entity affiliated with Majique Ladnier. Ms. Ladnier is the sole member of GL Part SPV I, LLC and is also the sole member of two existing Company shareholders, GL Part SPV II, LLC and EEME Energy SPV I, LLC. On a pro forma basis, after giving effect to the total shares that will be issuable at the time of conversion and the Proposed Transaction, GL Part SPV I, LLC, GL Part SPV II, LLC and EEME Energy collectively hold 109,941,520 shares of the Company’s Class A Common Stock, representing approximately 37.3% of the Company’s issued and outstanding shares of Class A Common Stock as of the date of this filing. As a result, Ms. Ladnier may be deemed to have beneficial ownership of such shares and may be able to exert significant influence over matters submitted to the Company’s stockholders.
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Contractual Obligations
The Company has a long-term financial liability of $132,815,917 related to a real estate lease arrangement. There are no other long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, or long-term liabilities.
Quantitative and Qualitative Disclosures about Market Risk
Our board of directors have overall responsibility for the establishment and oversight of our risk management policies on an annual basis. Management identifies and evaluates our financial risks and is charged with the responsibility of establishing controls and procedures to ensure financial risks are mitigated in accordance with the approved policies.
Our financial instruments consist of cash, related party receivables, accrued expenses and other current liabilities, related party payables, notes and interest payable, certain convertible notes payable, and professional fees payable. The fair value of our financial instruments approximates their carrying value due to the short-term nature of the financial instruments.
Our risk exposures are summarized below:
Credit Risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets, including cash. Our financial asset with maximum exposure to credit risk is subscription receivable. We hold cash with a major financial institution, therefore minimizing our credit risk related to cash.
Liquidity Risk
Liquidity risk is the risk that we will not be able to meet financial obligations as they fall due. We manage liquidity by maintaining adequate cash balances and by raising equity financing. We have no assurance that such financings will be available on favorable terms in the future. In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares.
As of March 31, 2026, we had cash, excluding restricted cash, of $1,047,539 to settle current liabilities of $244,838,071 which fall due for payment within twelve months of the balance sheet date.
Refer to “Liquidity and Capital Resources” for further discussion of liquidity risk and the measures we are taking to mitigate this risk.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect our income or the value of holdings or financial instruments. As of March 31, 2026, we had cash of $1,047,539 denominated in US dollars, which we believe does not have significant market risk exposure. Our Southeast Convertible Note and other promissory notes have a fixed interest rate; therefore, we are not exposed to market risk for changing interest rates.
Inflation Risk
We do not believe that inflation had a significant impact on the results of our operations for the period presented in our financial statements. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition and results of operations.
Capital Management
Capital is comprised of our stockholders’ equity and any debt that we may issue. Our objectives when managing capital are to maintain financial strength and to protect our ability to meet ongoing liabilities, to continue as a going concern, to maintain creditworthiness, and to maximize returns for our stockholders over the long term. Protecting the ability
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to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements, and internally determined capital guidelines, and calculated risk management levels. We manage capital structure to maximize financial flexibility by making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. We do not presently utilize any quantitative measures to monitor its capital, but rather we rely on our management expertise to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable. We are not subject to externally imposed capital requirements.
Off-Balance Sheet Arrangements
We have not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or with respect to any obligations under a variable interest equity arrangement.
Emerging Growth Company Status
After the closing of the Business Combination, the Company qualifies to be an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to opt out of the extended transition period and will adopt new or revised financial accounting standards upon the effective dates for non-emerging growth companies. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities.
EEME Energy; Proposed Transaction
On January 26, 2026, XCF, entered into the term sheet with Southern, DEVS, and EEME, which sets forth the principal terms and conditions of the Proposed Transaction. Pursuant to the Term Sheet, and subject to the finalization of mutually agreeable merger structure and definitive transaction documents and ultimately the satisfaction of certain closing conditions, it is expected that Southern and DEVS will each merge with wholly-owned subsidiaries of XCF, with Southern and DEVS surviving, and their respective stockholders receiving shares of Common Stock of XCF, resulting in Southern and DEVS becoming wholly-owned subsidiaries of XCF.
EEME Energy is an entity affiliated with Majique Ladnier. Ms. Ladnier is the sole member of EEME Energy SPV I, LLC and is also the sole member of two of our existing stockholders, GL Part SPV I, LLC and GL Part SPV II, LLC (together, the “GL Entities”). Immediately after the conversions pursuant to the GL Loan Agreement, the GL Amendment No. 1 and the GL Amendment No. 2, GL Part SPV I, LLC, will be deemed to beneficially own through itself, GL Part SPV II, LLC and EEME Energy SPV I, LLC, approximately 37.3% of the Company’s outstanding Class A Common Stock or approximately 109,941,520 shares as of the date of this this joint proxy statement/prospectus.
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Soule; RESC Renewables Holdings LLC; Encore DEC, LLC
New Rise Acquisitions
On December 8, 2023, Legacy XCF entered into the New Rise Renewables MIPA with RESC Renewables to acquire all of the issued and outstanding membership interests of New Rise Renewables for an aggregate purchase price of $1,100,000,000 less acquired liabilities, comprised of incurred indebtedness, of $112,580,000. Consideration for the purchase was paid at closing of the Acquisitions by delivery of a convertible promissory note (the “New Rise Convertible Note”) in principal amount of $100,000,000 and issuance of 88,750,000 shares of Legacy XCF common stock. The New Rise Convertible Note was non-interest bearing and had a maturity date of twelve months after the date the note was issued in connection with the closing of the Acquisition. Once issued, the New Rise Convertible Note can be converted into shares of Legacy XCF common stock based on the outstanding principal, divided by the conversion price. The New Rise Renewables MIPA provides that the conversion price will be equal to the average price of the shares of common stock for the 10 days prior to and 10 days subsequent to the notice of conversion. However, in connection with the execution of a Company Support Agreement by RESC and Soule subsequent to December 31, 2023, it was agreed that the conversion price would be set at $10 per share when the New Rise Convertible Note is issued.
On December 8, 2023, Legacy XCF also entered into the New Rise SAF Renewables MIPA with Soule and GL Part SPV I, LLC to acquire all the issued and outstanding membership interests of New Rise SAF Renewables for an aggregate purchase price of $200,000,000.
On January 31, 2025, Legacy XCF issued a promissory note with a principal amount of $500,000 to Innovativ Media Group, Inc. as part of a financing arrangement. Proceeds from the note were provided to New Rise Renewables as a note payable to Legacy XCF and will be included as indebtedness of New Rise Renewables, which resulted in a reduction of the number of XCF shares issuable upon the closing of the New Rise Renewables acquisition.
During Q4 2024, Legacy XCF issued three convertible notes to GL Part SPV I, LLC in the amounts of $1,000,000, $1,090,000, and $250,000. Proceeds from the convertible notes were utilized to purchase preferred membership units of New Rise SAF Renewables in the amounts of 100,000 preferred membership units, 109,000 preferred membership units, and 25,000 preferred membership units, respectively. On January 14, 2025, Legacy XCF issued one convertible note to GL Part SPV I, LLC for $200,000. Proceeds from the convertible note were utilized to purchase preferred membership units of New Rise SAF Renewables in the amount of 20,000 preferred membership units. The preferred membership units had preferential treatment upon a liquidation event before any amounts are paid to the common membership units and receive five times the amount contributed as capital. As a result, the total contributed capital of $2,540,000 was netted against the purchase price of New Rise SAF by $12,700,000 upon closing. The transaction closed on January 23, 2025. At closing, Soule was issued 15,036,170 shares of Legacy XCF common stock in exchange for his membership units, and GL was issued 3,693,830 shares of Legacy XCF common stock in exchange for its membership units and after consideration of its five times liquidation preference.
At the closing of the Business Combination, the 15,036,170 shares of Legacy XCF common stock issued to Soule and the 3,693,830 shares of Legacy XCF common stock issued to GL were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627.
On February 19, 2025, Legacy XCF completed the acquisition of New Rise Renewables subject to additional post-closing conditions. On February 19, 2025, the aggregate purchase price of $1.1 billion was reduced by $118,700,000, which represented principal and interest on New Rise Renewable’s outstanding debt obligations to a financial institution and two notes payable to Legacy XCF. As a result, RESC was issued 88,126,200 shares of Legacy XCF common stock in exchange for its membership units. In connection with a consulting agreement between RESC and GL, GL was entitled to receive 4,406,310 shares of the Legacy XCF common stock issued to RESC. In addition, pursuant to the New Rise Renewables MIPA, Legacy XCF issued a convertible promissory note to RESC in principal amount of $100,000,000, of which $51,746,680 in principal amount was subsequently assigned from RESC to Encore DEC, LLC, an entity 100% owned by Soule, which was subsequently cancelled on May 30, 2025. The entire principal amount of the promissory note was held by RESC prior to Business Combination.
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On May 30, 2025, the aggregate purchase price was updated to reflect actual New Rise liabilities of $126,700,000 compared to $118,700,000 in connection with the initial closing on February 19, 2025. As a result, the total shares issued in connection with the acquisition were adjusted to be 87,331,951 of Legacy XCF common stock, of which RESC received 82,965,533 and GL received 4,366,598 shares of Legacy XCF common stock.
At the closing of the Business Combination the 82,965,533 shares of Legacy XCF common stock issued to RESC and the 4,366,598 shares of Legacy XCF common stock issued to GL were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 82,965,533 Legacy XCF shares converted into 56,936,990 shares of XCF common stock and the 4,366,598 shares converted into 2,996,678 shares of XCF common stock upon closing.
GL Part SPV I, LLC
Convertible Promissory Notes
During 2023, GL, a Legacy XCF stockholder and current holder of shares of our common stock, agreed to loan $202,383 to Legacy XCF for operating capital. From January 1, 2024 to February 14, 2024, GL loaned an additional $1,008,000 to Legacy XCF. The loans made pursuant to the applicable loan agreements were interest bearing at 10% per annum, unsecured, and convertible into shares of Legacy XCF common stock at a conversion price equal to $1.00 per share. On February 14, 2024, Legacy XCF and GL entered into a note purchase agreement pursuant to which $1,210,383 of the aggregate principal amount under the prior loans were consolidated into one convertible promissory note issued by Legacy XCF in an equivalent principal amount, interest rate and conversion terms. GL subsequently exercised its right to convert the $1,210,383 of principal and $9,487 in accrued interest into 1,219,870 shares of Legacy XCF common stock. On February 26, 2024, Legacy XCF and GL entered into a note purchase agreement pursuant to which GL agreed to purchase, and Legacy XCF agreed to sell and issue to GL, a convertible promissory note in the principal amount of $600,000. The convertible note provided for an interest rate of 10% per annum, unsecured, with the principal amount plus any accrued interest convertible into shares of Legacy XCF common stock at a conversion price equal to $1.00 per share. GL subsequently exercised its right to convert the $600,000 of principal and $164 in accrued interest into 600,164 shares of Legacy XCF common stock. GL initially became an Legacy XCF stockholder through its purchase of 20,450,000 shares of Legacy XCF common stock for an aggregate purchase price of $20,450 pursuant to a stock purchase agreement dated September 14, 2023.
Pursuant to the transactions described above, GL owned an aggregate of 22,270,034 shares of Legacy XCF common stock.
During Q4 2024, Legacy XCF and GL entered into four convertible promissory notes for principal amounts of $2 million, $1.0 million, $1.09 million and $0.3 million. The convertible promissory notes bore interest at 10% per annum on the outstanding principal, were unsecured, and were convertible into shares of Legacy XCF common stock at a conversion price of $0.40 per share. During Q4 2024, the convertible promissory notes were converted into 5,000,000 shares, 2,500,000 shares, 2,725,000 shares and 625,000 shares of Legacy XCF common stock, respectively, for the above principal amounts.
On January 14, 2025, Legacy XCF and GL entered into two convertible promissory notes for principal amounts of $0.2 million and $0.14 million. The convertible promissory notes bore interest at 10% per annum on the outstanding principal, were unsecured, and were convertible into shares of Legacy XCF common stock at a conversion price of $0.40 per share. On January 14, 2025, the convertible promissory notes were converted into 500,000 shares and 345,833 shares, respectively, for the above principal amounts.
After conversion of the promissory notes described above, GL owned an aggregate of 33,965,867 shares of Legacy XCF common stock.
On February 13, 2025, Legacy XCF and GL entered into the February 2025 Promissory Note for the gross principal amount of $1.2 million with net proceeds from the note equal to $1.0 million. The February 2025 Promissory Note bears interest of $0.2 million, is unsecured, and, under its initial terms, payment of the February 2025 Promissory Note was due at the earlier of (i) 30 days from the date of receipt of any customer payment paid to Legacy XCF,
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unless extended in writing by mutual consent of Legacy XCF and GL or (ii) an event of default (as specified in the February 2025 Promissory Note), if such note is then declared due and payable in writing by GL. In connection with the issuance of the February 2025 Promissory Note, Legacy XCF issued 200,000 shares of its common stock to GL.
On April 17, 2025, Legacy XCF and GL entered into the Amended February 2025 Promissory Note whereby the payment terms of the note were amended to the earliest of (i) 10 business days from the date of XCF entering into a Qualified Financing Event and receiving proceeds therefrom, unless extended in writing by mutual consent of Legacy XCF and GL, or (ii) an event of default (as specified in the Amended February 2025 Promissory Note), if such note is then declared due and payable in writing by GL. A “Qualified Financing Event” under the Amended February 2025 Promissory Note means the closing of any transaction or series of related transactions, including without limitation any equity or debt financing, that results in gross proceeds to the company of at least $15 million, and that directly or indirectly results in the company’s refinancing, repayment, or restructuring of any portion of its secured debt obligations, including through a refinancing, recapitalization, debt-for-equity exchange, secured loan facility, or other similar financing arrangement; provided, however, that any such event shall not be deemed a Qualified Financing Event unless, following the closing of such transaction(s), Legacy XCF maintains a minimum cash balance of at least $3 million in its primary operating bank account, and each of the foregoing conditions is fully satisfied without waiver or modification, except as may be expressly agreed to in writing by GL and Legacy XCF.
All of the Legacy XCF shares received by GL in these transactions were exchanged for shares of our common stock upon closing of the Business Combination on the same terms as other holders of Legacy XCF common stock.
Loan Acknowledgement and Conversion Agreement
On November 19, 2025, the Company, New Rise Reno and GL entered into the GL Loan Agreement whereby GL has the right to convert $2,350,000 of the then outstanding loan payable to GL into shares of the Company’s Class A Common Stock. GL is an existing shareholder of the Company and previously provided debt and loan financing to the Company and its subsidiaries. Subsequent to the parties’ execution and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under the GL Loan Agreement, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 3,086,825 shares of Class A Common Stock have been issued to GL.
GL Amendment No. 1 to Form of Promissory Note
On November 19, 2025, the Company, XCF Global Capital, Inc. and the GL Amendment No. 1 whereby GL has the right to convert $2,500,000 of the then outstanding principal amount and $300,000 of interest due to GL into shares of the Company’s Class A Common Stock. Subsequent to the parties’ execution and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under the GL Amendment No. 1, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 3,677,919 shares of Class A Common Stock have been issued to GL.
GL Amendment No. 2 to Form of Promissory Note
On November 19, 2025, the Company, XCF Global Capital, Inc. and GL entered into the GL Amendment No. 2 whereby GL has the right to convert $1,200,000 of the then outstanding principal amount and $240,000 of interest due to GL into shares of the Company’s Class A Common Stock. Subsequent to the parties’ execution and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under the GL Amendment No. 2, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 1,891,501 shares of Class A Common Stock have been issued to GL.
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Certain Litigation Involving GL’s Sole Member and a GL Related Party
Ms. Ladnier’s spouse, Suneet Singal, serves as a consultant to the GL entities and was a consultant to New Rise (on behalf of the GL entities). Mr. Singal was a defendant in a case captioned Securities and Exchange Commission v. Suneet Singal, First Capital Real Estate Investments, LLC, First Capital Real Estate Advisors LP, and First Capital Real Estate Trust Inc. The SEC’s complaint in this case, filed on December 13, 2019, alleged that Singal and his entities engaged in two separate frauds relating to two public companies, First Capital Real Estate Trust Inc. and First Capital Investment Corporation. In final judgments entered on July 23, 2021, without admitting or denying the allegations in the complaint, Mr. Singal and the other defendants consented to be enjoined from violating the anti-fraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. In addition, the judgments further enjoin Singal from violating the anti-fraud provisions of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940, as well as Sections 36(a), 57(a) and Rule 17d-1 of the Investment Company Act of 1940. Mr. Singal and the other defendants agreed to pay a total of $3.2 million in disgorgement and $676,400 in prejudgment interest, and Mr. Singal individually also agreed to pay a civil monetary penalty of $3.2 million. Mr. Singal also consented to a bar for a period of 10 years from acting as an officer or director of a public company.
Mr. Singal is also a defendant in a case in the United States District Court for the Eastern District of California. The complaint in the case alleged that Mr. Singal engaged in a scheme to make false representations in 2017 in order to induce financing companies to provide funds to certain companies in the form of merchant cash advances, which alleged false representations involved Mr. Singal purportedly claiming that he was the owner of a company that operated a chain of fast-food franchises when he did not, in fact, own that company. A jury trial with respect to this case was held in June 2025 and the jury returned a verdict of guilty on wire fraud and mail fraud counts. We understand that Mr. Singal has filed post-trial motions to set aside the verdict or seek a new trial.
New Rise Acquisitions — Additional Share Acquisitions
GL also acquired additional shares of Legacy XCF common stock in connection with the closing of the New Rise Acquisitions. Upon the closing of the transactions contemplated by the New Rise Renewables MIPA, pursuant to an agreement between RESC and GL, GL received 4,435,000 shares of Legacy XCF common stock. Upon the closing of the transactions contemplated by the New Rise SAF Renewables MIPA, pursuant to the terms of the New Rise SAF Renewables MIPA, GL received 3,693,830 shares of Legacy XCF common stock.
Fort Myers and Wilson Transactions — Additional Share Acquisitions
GL also had an indirect ownership interest in additional shares of Legacy XCF common stock through its ownership interest in Southeast Renewables, which were issued shares of Legacy XCF common stock in connection with XCF’s acquisitions of certain assets from Southeast Renewables and Good Steward.
On October 31, 2023, XCF entered into an asset purchase agreement with Southeast Renewables to acquire certain assets related to its Wilson, NC biodiesel plant for an aggregate purchase price of $100 million. Legacy XCF issued Southeast Renewables 7,700,000 shares of XCF at an agreed conversion price of $10 per share ($77 million) and issued a convertible promissory note in principal amount of $23 million, with a maturity date of October 31, 2024. The Southeast Renewables Convertible Note accrues interest at the per annum rate of 8%. The Southeast Renewables Convertible Note can be converted into shares of Legacy XCF common stock based on the outstanding principal and interest, divided by the conversion price. The conversion price prior to a change of control is $10, and subsequent to a change of control is equal to the volume weighted average price of the shares of common stock for the 20 days prior to the notice of conversion.
In addition, on October 31, 2023, Legacy XCF entered into an asset purchase agreement with Good Steward to acquire certain assets related to its Fort Myers, FL biodiesel plant. Legacy XCF issued Southeast Renewables, the parent company of Good Steward, 9,800,000 shares of Legacy XCF common stock as partial consideration for the purchase, and also assumed certain liabilities, including a $356,426 loan made by GL to Southeast Renewables.
On December 29, 2023, Southeast Renewables exercised its right to convert the Southeast Renewables Convertible Note principal balance of $23 million plus accrued interest of $297,425 into 2,329,743 shares of Legacy XCF common stock.
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GL was a shareholder of Legacy XCF and held membership interests in Southeast Renewables. It is our understanding that Southeast Renewables distributed some or all of the shares of Legacy XCF common stock received in these transactions, and when that distribution was completed, GL is believed to have received 6,373,796 shares of Legacy XCF common stock from such distribution.
All of the Legacy XCF shares received by GL in these transactions were exchanged for shares of our common stock upon closing of the Business Combination on the same terms as other holders of Legacy XCF common stock.
EEME Energy SPV I LLC Convertible Note Purchase Agreement
On June 29, 2025, XCF and EEME Energy entered into the EEME Note Purchase Agreement pursuant to which we agreed to issue and sell up to $7.5 million in aggregate principal amount of convertible promissory notes in one or more closings. In connection with the execution of the EEME Note Purchase Agreement, we also agreed to pay an arrangement fee and advisory fee to EEME Energy, which will be paid through the issuance of 750,000 shares of our common stock as it relates to an arrangement fee and 200,000 of our common stock as it relates to an advisory fee.
In connection with our issuance of the notes to EEME Energy, we will pay to EEME Energy upfront interest equal to 13.3% of the principal amount of the applicable notes. In lieu of our having any obligation to make cash interest payments under such notes, we and EEME Energy agreed to settle the interest payment through a share conversion pursuant to which we are obligated to issue shares of our common stock (the “Interest Payment Conversion Shares”) calculated by dividing (x) the amount of interest that would otherwise be due and payable on the applicable notes at such notes’ maturity date (calculated as 13.3% of the principal amount of the applicable note) by (y) the applicable conversion price.
EEME Energy is an entity affiliated with Majique Ladnier. Ms. Ladnier is the sole member of EEME Energy SPV I, LLC and is also the sole member of the GL Entities. Immediately after the conversions pursuant to the GL Loan Agreement, the GL Amendment No. 1 and the GL Amendment No. 2, GL Part SPV I, LLC will be deemed to beneficially own through itself, GL Part SPV II, LLC and EEME Energy SPV I, LLC, approximately 19.9% of the Company’s outstanding Class A Common Stock excluding any stock issued through the Proposed Transaction mentioned above.
Consulting Agreement with Focus Impact Partners
On February 19, 2025, Legacy XCF and Focus Impact Partners entered into a strategic consulting agreement (the “Consulting Agreement”), pursuant to which Focus Impact Partners will provide Legacy XCF (and, XCF following completion of the Business Combination) with certain consulting services. Under the terms of the Consulting Agreement, Focus Impact Partners will receive an annual consulting fee of $1,500,000, which will be payable in monthly installments of $125,000 starting with an initial payment on or prior to March 31, 2025 (pro-rated from February 19, 2025 through and including March 31, 2025). In addition to the annual fee, the Consulting Agreement also provides that Focus Impact Partners is entitled to an additional consulting fee in connection with any acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction for which Focus Impact Partners provides consulting services, the amount and terms of which will be subject to mutual agreement between the company and Focus Impact Partners consistent with the market practice for such consulting services.
On May 21, 2026, XCF entered into an Addendum to the Consulting Agreement (the “Addendum”) pursuant to which, among other things, XCF agreed to issue 4,581,838 shares of Class A Common Stock to Focus Impact Partners in satisfaction of $2,041,667 in accrued and unpaid fees for services rendered from February 19, 2025 through June 30, 2026, under the Consulting Agreement, provided that (a) Focus Impact Partners has not terminated the Consulting Agreement prior to January 1, 2027, and (b) XCF has not terminated the Agreement for Cause (as defined in the Consulting Agreement) prior to January 1, 2027. If (a) Focus Impact partners terminates the Consulting Agreement prior to January 1, 2027, Focus Impact Partners will forfeit such shares.
The Consulting Agreement has a term of three years unless terminated early with at least 90 days advance notice and will be automatically extended for successive one year periods at the end of each year unless either party provide a written notice to the other party of its desire not to automatically extend at least 120 days prior to the end of each year during the term of the Consulting Agreement. If the Consulting Agreement is terminated by us without “cause,” Focus Impact Partners is entitled to be paid any and all fees that would be due and payable through the expiration of the then-current term of the Consulting Agreement as if it had not been so terminated.
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Carl Stanton, and Wray Thorn, co-founders of Focus Impact Partners, are founders of Focus Impact, the Sponsor in connection with the Business Combination and served as directors of Focus Impact. Mr. Thorn currently serves as a member of our board of directors and Mr. Stanton is a board observer.
Focus Impact BHAC Sponsor, LLC Company Support Agreement
On November 24, 2025, the Company and Focus Impact BHAC Sponsor, LLC entered into a Company Support Agreement (the “Focus Impact Company Support Agreement”), pursuant to which, Focus Impact agreed not to transfer, sell, hedge, pledge, or otherwise dispose of 100% of its 3,306,944 beneficially owned shares of Class A Common Stock of the Company until the earlier to occur of (a) the date the Company waives the Focus Impact Company Support Agreement and (b) June 2, 2026 (six months from the date on which the Registration Statement registering the resale of Focus Impact’s shares becomes effective under the Securities Act.)
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS OF XCF GLOBAL
Related Party Transactions
SEC rules require us to disclose any transaction or currently proposed transaction in which we are a participant and in which any related person has or will have a direct or indirect material interest involving an amount that exceeds the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, Director, nominee for Director, or holder of 5% or more of the Company’s Common Stock, or an immediate family member of any of those persons.
The Audit Committee of the Board of Directors (or, to the extent applicable, our disinterested directors) is responsible for reviewing all transactions between the Company and any officer or Director of the Company or any entity in which an officer of Director has a material interest. Any such transactions must be on terms no less favorable than those that could be obtained on an arms-length basis from independent third parties.
EEME Energy; Proposed Transaction
On January 26, 2026, XCF, entered into the term sheet with Southern, DEVS, and EEME, which sets forth the principal terms and conditions of the Proposed Transaction. Pursuant to the Term Sheet, and subject to the finalization of mutually agreeable merger structure and definitive transaction documents and ultimately the satisfaction of certain closing conditions, it is expected that Southern and DEVS will each merge with wholly-owned subsidiaries of XCF, with Southern and DEVS surviving, and their respective stockholders receiving shares of Common Stock of XCF, resulting in Southern and DEVS becoming wholly-owned subsidiaries of XCF.
In connection with and to support the Proposed Transaction and subject to the terms and conditions set forth in the Term Sheet, XCF agreed to invest $10,000,000 to convert and build out its New Rise Reno facility for the Plant Conversion, to be funded through the sale by XCF to EEME of $10 million of Common Stock; provided that in no event shall XCF issue to EEME, nor shall EEME (i) acquire more than 41,639,170 shares of XCF’s common stock pursuant to this Term Sheet or (ii) acquire or to otherwise become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of a number of shares of Common Stock in excess of the Share Cap, which XCF obtained on March 6, 2026. Subsequent to the execution of the Term Sheet, EEME has purchased 69,000,000 shares of Common Stock for $6,900,000. The issuance and sale to EEME of the remaining 50,500,000 shares of Common Stock is expected to be consummated periodically. EEME is expected to have customary demand and piggy-back registration rights and will not be subject to any lock-up or other transfer restrictions (other than as imposed by applicable securities laws or underwriters.) EEME’s obligation to acquire such shares is independent of the remainder of the proposed Transaction contemplated by the Term Sheet.
As of March 30, 2026, in connection with the Proposed Transaction described above, the Company has issued 69,000,000 shares of Common Stock to EEME Energy for approximately $6,900,000.
EEME Energy is an entity affiliated with Majique Ladnier. Ms. Ladnier is the sole member of EEME Energy SPV I, LLC and is also the sole member of two of our existing stockholders, the GL Entities. Immediately after the conversions pursuant to the GL Loan Agreement, the GL Amendment No. 1 and the GL Amendment No. 2, GL Part SPV I, LLC, will be deemed to beneficially own through itself, GL Part SPV II, LLC and EEME Energy SPV I, LLC, approximately 37.3% of the Company’s outstanding Class A Common Stock or approximately 109,941,520 shares as of the date of this filing.
A definitive agreement on the Proposed Transaction has not been reached as of the time of the filing of this this joint proxy statement/prospectus and there can be no assurances in this regard, as discussed above under “Risk Factors”.
Soule; RESC Renewables Holdings LLC; Encore DEC, LLC
New Rise Acquisitions
On December 8, 2023, Legacy XCF entered into the New Rise Renewables MIPA with RESC Renewables to acquire all of the issued and outstanding membership interests of New Rise Renewables for an aggregate purchase price of $1,100,000,000 less acquired liabilities, comprised of incurred indebtedness, of $112,580,000. Consideration for the purchase was paid at closing of the Acquisitions by delivery of a convertible promissory note (the “New Rise Convertible Note”) in principal amount of $100,000,000 and issuance of 88,750,000 shares of Legacy XCF common
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stock. The New Rise Convertible Note was non-interest bearing and had a maturity date of twelve months after the date the note was issued in connection with the closing of the Acquisition. Once issued, the New Rise Convertible Note can be converted into shares of Legacy XCF common stock based on the outstanding principal, divided by the conversion price. The New Rise Renewables MIPA provides that the conversion price will be equal to the average price of the shares of common stock for the 10 days prior to and 10 days subsequent to the notice of conversion. However, in connection with the execution of a Company Support Agreement by RESC and Soule subsequent to December 31, 2023, it was agreed that the conversion price would be set at $10 per share when the New Rise Convertible Note is issued.
On December 8, 2023, Legacy XCF also entered into the New Rise SAF Renewables MIPA with Soule and GL Part SPV I, LLC to acquire all the issued and outstanding membership interests of New Rise SAF Renewables for an aggregate purchase price of $200,000,000.
On January 31, 2025, Legacy XCF issued a promissory note with a principal amount of $500,000 to Innovativ Media Group, Inc. as part of a financing arrangement. Proceeds from the note were provided to New Rise Renewables as a note payable to Legacy XCF and will be included as indebtedness of New Rise Renewables, which resulted in a reduction of the number of XCF shares issuable upon the closing of the New Rise Renewables acquisition.
During Q4 2024, Legacy XCF issued three convertible notes to GL Part SPV I, LLC in the amounts of $1,000,000, $1,090,000, and $250,000. Proceeds from the convertible notes were utilized to purchase preferred membership units of New Rise SAF Renewables in the amounts of 100,000 preferred membership units, 109,000 preferred membership units, and 25,000 preferred membership units, respectively. On January 14, 2025, Legacy XCF issued one convertible note to GL Part SPV I, LLC for $200,000. Proceeds from the convertible note were utilized to purchase preferred membership units of New Rise SAF Renewables in the amount of 20,000 preferred membership units. The preferred membership units had preferential treatment upon a liquidation event before any amounts are paid to the common membership units and receive five times the amount contributed as capital. As a result, the total contributed capital of $2,540,000 was netted against the purchase price of New Rise SAF by $12,700,000 upon closing. The transaction closed on January 23, 2025. At closing, Soule was issued 15,036,170 shares of Legacy XCF common stock in exchange for his membership units, and GL was issued 3,693,830 shares of Legacy XCF common stock in exchange for its membership units and after consideration of its five times liquidation preference.
At the closing of the Business Combination, the 15,036,170 shares of Legacy XCF common stock issued to Soule and the 3,693,830 shares of Legacy XCF common stock issued to GL were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627.
On February 19, 2025, Legacy XCF completed the acquisition of New Rise Renewables subject to additional post-closing conditions. On February 19, 2025, the aggregate purchase price of $1.1 billion was reduced by $118,700,000, which represented principal and interest on New Rise Renewable’s outstanding debt obligations to a financial institution and two notes payable to Legacy XCF. As a result, RESC was issued 88,126,200 shares of Legacy XCF common stock in exchange for its membership units. In connection with a consulting agreement between RESC and GL, GL was entitled to receive 4,406,310 shares of the Legacy XCF common stock issued to RESC. In addition, pursuant to the New Rise Renewables MIPA, Legacy XCF issued a convertible promissory note to RESC in principal amount of $100,000,000, of which $51,746,680 in principal amount was subsequently assigned from RESC to Encore DEC, LLC, an entity 100% owned by Soule, which was subsequently cancelled on May 30, 2025. The entire principal amount of the promissory note was held by RESC prior to Business Combination.
On May 30, 2025, the aggregate purchase price was updated to reflect actual New Rise liabilities of $126,700,000 compared to $118,700,000 in connection with the initial closing on February 19, 2025. As a result, the total shares issued in connection with the acquisition were adjusted to be 87,331,951 of Legacy XCF common stock, of which RESC received 82,965,533 and GL received 4,366,598 shares of Legacy XCF common stock.
At the closing of the Business Combination the 82,965,533 shares of Legacy XCF common stock issued to RESC and the 4,366,598 shares of Legacy XCF common stock issued to GL were automatically converted into shares of XCF common stock at an exchange ratio of approximately 0.68627. The 82,965,533 Legacy XCF shares converted into 56,936,990 shares of XCF common stock and the 4,366,598 shares converted into 2,996,678 shares of XCF common stock upon closing.
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Encore DEC, LLC Payable Settlement
On November 19, 2025, the Company, New Rise Reno, a subsidiary of the Company, and Encore entered into the Encore Agreement, pursuant to which $28,000,000 of the then outstanding accounts payable due to Encore will be settled through the issuance of shares of the Company’s Class A Common Stock. Encore provides EPC services to the Company. Encore is 100% owned by Soule, the majority shareholder of the Company, and has provided feedstock degumming hydrotreater off gas conservation system construction services and sustainable aviation fuel conversion services to New Rise Reno.
Under the Encore Agreement, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 36,779,193 shares of Class A Common Stock have been issued to Encore. Immediately after the conversion, Soule will beneficially own approximately 53.6% of the Company’s outstanding Class A Common Stock inclusive of shares held directly, and indirectly through RESC Renewables Holdings and Encore DEC, LLC.
Encore DEC, LLC Company Support Agreement
On November 24, 2025, the Company and Encore entered into the Encore Company Support Agreement, pursuant to which, Encore agreed not to transfer, sell, hedge, pledge, or otherwise dispose of 35% of Encore’s 36,779,193 beneficially owned shares of Class A Common Stock of the Company (12,872,718 shares) until the earlier to occur of (a) the date the Company waives the Encore Company Support Agreement and (b) six months from the date in which the registration statement registering the resale of Encore’s shares became effective under the Securities Act of 1933, as amended. That registration statement became effective on December 2, 2025.
Helena Note and Share Issuance
On May 30, 2025, NewCo, Legacy XCF and Soule, in his individual capacity as a shareholder of Legacy XCF, entered into the Helena Note with Helena for gross principal amount of $2,000,000. In connection with the issuance of the Helena Note, Soule agreed to transfer 2,840,000 Advanced Shares. Pursuant thereto, upon Helena’s receipt of an aggregate of $2,400,000 in (i) payments from us and (ii) aggregate net proceeds from the sale of Advanced Shares, our payment obligations for principal and interest under the Helena Note will have been satisfied and Helena would have been obligated to return any remaining Advanced Shares to Randall Soule. At the same time, Legacy XCF and Soule entered into the Soule Agreement, pursuant to which the Company agreed to issue Soule 2,840,000 shares of Legacy XCF common stock in consideration for Soule’s transfer of an equal number of shares to Helena. However, on July 10, 2025, XCF, Mr. Soule and Helena entered into Helena Amendment No. 1. Pursuant to Helena Amendment No. 1, in exchange for a cash payment from Helena to XCF of $2,249,771.14, XCF and Soule waived Helena’s obligation to return certain shares pursuant to the terms of the original Helena Note. Also on July 10, 2025, XCF and Soule agreed to amend the original Soule Agreement, with Soule agreeing agreed to return to XCF for cancellation certain shares of our common stock issued to him pursuant to the original Soule Agreement.
GL Part SPV I, LLC
Convertible Promissory Notes
During 2023, GL, a Legacy XCF stockholder and current holder of shares of our common stock, agreed to loan $202,383 to Legacy XCF for operating capital. From January 1, 2024 to February 14, 2024, GL loaned an additional $1,008,000 to Legacy XCF. The loans made pursuant to the applicable loan agreements were interest bearing at 10% per annum, unsecured, and convertible into shares of Legacy XCF common stock at a conversion price equal to $1.00 per share. On February 14, 2024, Legacy XCF and GL entered into a note purchase agreement pursuant to which $1,210,383 of the aggregate principal amount under the prior loans were consolidated into one convertible promissory note issued by Legacy XCF in an equivalent principal amount, interest rate and conversion terms. GL subsequently exercised its right to convert the $1,210,383 of principal and $9,487 in accrued interest into 1,219,870 shares of Legacy XCF common stock. On February 26, 2024, Legacy XCF and GL entered into a note purchase agreement pursuant to which GL agreed to purchase, and Legacy XCF agreed to sell and issue to GL, a convertible promissory note in the principal amount of $600,000. The convertible note provided for an interest rate of 10% per annum, unsecured, with
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the principal amount plus any accrued interest convertible into shares of Legacy XCF common stock at a conversion price equal to $1.00 per share. GL subsequently exercised its right to convert the $600,000 of principal and $164 in accrued interest into 600,164 shares of Legacy XCF common stock. GL initially became a Legacy XCF stockholder through its purchase of 20,450,000 shares of Legacy XCF common stock for an aggregate purchase price of $20,450 pursuant to a stock purchase agreement dated September 14, 2023.
Pursuant to the transactions described above, GL owned an aggregate of 22,270,034 shares of Legacy XCF common stock.
During Q4 2024, Legacy XCF and GL entered into four convertible promissory notes for principal amounts of $2 million, $1.0 million, $1.09 million and $0.3 million. The convertible promissory notes bore interest at 10% per annum on the outstanding principal, were unsecured, and were convertible into shares of Legacy XCF common stock at a conversion price of $0.40 per share. During Q4 2024, the convertible promissory notes were converted into 5,000,000 shares, 2,500,000 shares, 2,725,000 shares and 625,000 shares of Legacy XCF common stock, respectively, for the above principal amounts.
On January 14, 2025, Legacy XCF and GL entered into two convertible promissory notes for principal amounts of $0.2 million and $0.14 million. The convertible promissory notes bore interest at 10% per annum on the outstanding principal, were unsecured, and were convertible into shares of Legacy XCF common stock at a conversion price of $0.40 per share. On January 14, 2025, the convertible promissory notes were converted into 500,000 shares and 345,833 shares, respectively, for the above principal amounts.
After conversion of the promissory notes described above, GL owned an aggregate of 33,965,867 shares of Legacy XCF common stock.
On February 13, 2025, Legacy XCF and GL entered into the February 2025 Promissory Note for the gross principal amount of $1.2 million with net proceeds from the note equal to $1.0 million. The February 2025 Promissory Note bears interest of $0.2 million, is unsecured, and, under its initial terms, payment of the February 2025 Promissory Note was due at the earlier of (i) 30 days from the date of receipt of any customer payment paid to Legacy XCF, unless extended in writing by mutual consent of Legacy XCF and GL or (ii) an event of default (as specified in the February 2025 Promissory Note), if such note is then declared due and payable in writing by GL. In connection with the issuance of the February 2025 Promissory Note, Legacy XCF issued 200,000 shares of its common stock to GL.
On April 17, 2025, Legacy XCF and GL entered into the Amended February 2025 Promissory Note whereby the payment terms of the note were amended to the earliest of (i) 10 business days from the date of XCF entering into a Qualified Financing Event and receiving proceeds therefrom, unless extended in writing by mutual consent of Legacy XCF and GL, or (ii) an event of default (as specified in the Amended February 2025 Promissory Note), if such note is then declared due and payable in writing by GL. A “Qualified Financing Event” under the Amended February 2025 Promissory Note means the closing of any transaction or series of related transactions, including without limitation any equity or debt financing, that results in gross proceeds to the company of at least $15 million, and that directly or indirectly results in the company’s refinancing, repayment, or restructuring of any portion of its secured debt obligations, including through a refinancing, recapitalization, debt-for-equity exchange, secured loan facility, or other similar financing arrangement; provided, however, that any such event shall not be deemed a Qualified Financing Event unless, following the closing of such transaction(s), Legacy XCF maintains a minimum cash balance of at least $3 million in its primary operating bank account, and each of the foregoing conditions is fully satisfied without waiver or modification, except as may be expressly agreed to in writing by GL and Legacy XCF.
All of the Legacy XCF shares received by GL in these transactions were exchanged for shares of our common stock upon closing of the Business Combination on the same terms as other holders of Legacy XCF common stock.
Loan Acknowledgement and Conversion Agreement
On November 19, 2025, the Company, New Rise Reno and GL entered into the GL Loan Agreement whereby GL has the right to convert $2,350,000 of the then outstanding loan payable to GL into shares of the Company’s Class A Common Stock. GL is an existing shareholder of the Company and previously provided debt and loan financing to the Company and its subsidiaries. Subsequent to the parties’ execution and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
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Under the GL Loan Agreement, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 3,086,825 shares of Class A Common Stock have been issued to GL.
GL Amendment No. 1 to Form of Promissory Note
On November 19, 2025, the Company, XCF Global Capital, Inc. and the GL Amendment No. 1 whereby GL has the right to convert $2,500,000 of the then outstanding principal amount and $300,000 of interest due to GL into shares of the Company’s Class A Common Stock. Subsequent to the parties’ execution and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under the GL Amendment No. 1, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 3,677,919 shares of Class A Common Stock have been issued to GL.
GL Amendment No. 2 to Form of Promissory Note
On November 19, 2025, the Company, XCF Global Capital, Inc. and GL entered into the GL Amendment No. 2 whereby GL has the right to convert $1,200,000 of the then outstanding principal amount and $240,000 of interest due to GL into shares of the Company’s Class A Common Stock. Subsequent to the parties’ execution and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under the GL Amendment No. 2, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and 1,891,501 shares of Class A Common Stock have been issued to GL.
Certain Litigation Involving GL’s Sole Member and a GL Related Party
Ms. Ladnier’s spouse, Suneet Singal, serves as a consultant to the GL entities and was a consultant to New Rise (on behalf of the GL entities). Mr. Singal was a defendant in a case captioned Securities and Exchange Commission v. Suneet Singal, First Capital Real Estate Investments, LLC, First Capital Real Estate Advisors LP, and First Capital Real Estate Trust Inc. The SEC’s complaint in this case, filed on December 13, 2019, alleged that Singal and his entities engaged in two separate frauds relating to two public companies, First Capital Real Estate Trust Inc. and First Capital Investment Corporation. In final judgments entered on July 23, 2021, without admitting or denying the allegations in the complaint, Mr. Singal and the other defendants consented to be enjoined from violating the anti-fraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. In addition, the judgments further enjoin Singal from violating the anti-fraud provisions of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940, as well as Sections 36(a), 57(a) and Rule 17d-1 of the Investment Company Act of 1940. Mr. Singal and the other defendants agreed to pay a total of $3.2 million in disgorgement and $676,400 in prejudgment interest, and Mr. Singal individually also agreed to pay a civil monetary penalty of $3.2 million. Mr. Singal also consented to a bar for a period of 10 years from acting as an officer or director of a public company.
New Rise Acquisitions — Additional Share Acquisitions
GL also acquired additional shares of Legacy XCF common stock in connection with the closing of the New Rise Acquisitions. Upon the closing of the transactions contemplated by the New Rise Renewables MIPA, pursuant to an agreement between RESC and GL, GL received 4,435,000 shares of Legacy XCF common stock. Upon the closing of the transactions contemplated by the New Rise SAF Renewables MIPA, pursuant to the terms of the New Rise SAF Renewables MIPA, GL received 3,693,830 shares of Legacy XCF common stock.
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Fort Myers and Wilson Transactions — Additional Share Acquisitions
GL also had an indirect ownership interest in additional shares of Legacy XCF common stock through its ownership interest in Southeast Renewables, which were issued shares of Legacy XCF common stock in connection with XCF’s acquisitions of certain assets from Southeast Renewables and Good Steward.
On October 31, 2023, XCF entered into an asset purchase agreement with Southeast Renewables to acquire certain assets related to its Wilson, NC biodiesel plant for an aggregate purchase price of $100 million. Legacy XCF issued Southeast Renewables 7,700,000 shares of XCF at an agreed conversion price of $10 per share ($77 million) and issued a convertible promissory note in principal amount of $23 million, with a maturity date of October 31, 2024. The Southeast Renewables Convertible Note accrues interest at the per annum rate of 8%. The Southeast Renewables Convertible Note can be converted into shares of Legacy XCF common stock based on the outstanding principal and interest, divided by the conversion price. The conversion price prior to a change of control is $10, and subsequent to a change of control is equal to the volume weighted average price of the shares of common stock for the 20 days prior to the notice of conversion.
In addition, on October 31, 2023, Legacy XCF entered into an asset purchase agreement with Good Steward to acquire certain assets related to its Fort Myers, FL biodiesel plant. Legacy XCF issued Southeast Renewables, the parent company of Good Steward, 9,800,000 shares of Legacy XCF common stock as partial consideration for the purchase, and also assumed certain liabilities, including a $356,426 loan made by GL to Southeast Renewables.
On December 29, 2023, Southeast Renewables exercised its right to convert the Southeast Renewables Convertible Note principal balance of $23 million plus accrued interest of $297,425 into 2,329,743 shares of Legacy XCF common stock.
GL was a shareholder of Legacy XCF and held membership interests in Southeast Renewables. It is our understanding that Southeast Renewables distributed some or all of the shares of Legacy XCF common stock received in these transactions, and when that distribution was completed, GL is believed to have received 6,373,796 shares of Legacy XCF common stock from such distribution.
All of the Legacy XCF shares received by GL in these transactions were exchanged for shares of our common stock upon closing of the Business Combination on the same terms as other holders of Legacy XCF common stock.
EEME Note Purchase Agreement
On June 29, 2025, XCF and EEME Energy entered into the EEME Note Purchase Agreement pursuant to which we agreed to issue and sell up to $7.5 million in aggregate principal amount of convertible promissory notes in one or more closings. In connection with the execution of the EEME Note Purchase Agreement, we also agreed to pay an arrangement fee and advisory fee to EEME Energy, which will be paid through the issuance of 750,000 shares of our common stock as it relates to an arrangement fee and 200,000 of our common stock as it relates to an advisory fee.
In connection with our issuance of the notes to EEME Energy, we will pay to EEME Energy upfront interest equal to 13.3% of the principal amount of the applicable notes. In lieu of our having any obligation to make cash interest payments under such notes, we and EEME Energy agreed to settle the interest payment through a share conversion pursuant to which we are obligated to issue shares of our common stock (the “Interest Payment Conversion Shares”) calculated by dividing (x) the amount of interest that would otherwise be due and payable on the applicable notes at such notes’ maturity date (calculated as 13.3% of the principal amount of the applicable note) by (y) the applicable conversion price.
EEME Energy is an entity affiliated with Majique Ladnier. Ms. Ladnier is the sole member of EEME Energy SPV I, LLC and is also the sole member of the GL Entities. Immediately after the conversions pursuant to the GL Loan Agreement, the GL Amendment No. 1 and the GL Amendment No. 2, GL Part SPV I, LLC will be deemed to beneficially own through itself, GL Part SPV II, LLC and EEME Energy SPV I, LLC, approximately 19.9% of the Company’s outstanding Class A Common Stock excluding any stock issued through the Proposed Transaction mentioned above.
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Consulting Agreement with Focus Impact Partners
On February 19, 2025, Legacy XCF and Focus Impact Partners, LLC entered into a strategic consulting agreement (the “Consulting Agreement”), pursuant to which Focus Impact Partners will provide Legacy XCF (and, XCF following completion of the Business Combination) with certain consulting services. Under the terms of the Consulting Agreement, Focus Impact Partners will receive an annual consulting fee of $1,500,000, which will be payable in monthly installments of $125,000 starting with an initial payment on or prior to March 31, 2025 (pro-rated from February 19, 2025 through and including March 31, 2025). In addition to the annual fee, the Consulting Agreement also provides that Focus Impact Partners is entitled to an additional consulting fee in connection with any acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction for which Focus Impact Partners provides consulting services, the amount and terms of which will be subject to mutual agreement between the company and Focus Impact Partners consistent with the market practice for such consulting services.
The Consulting Agreement has a term of three years unless terminated early with at least 90 days advance notice and will be automatically extended for successive one year periods at the end of each year unless either party provide a written notice to the other party of its desire not to automatically extend at least 120 days prior to the end of each year during the term of the Consulting Agreement. If the Consulting Agreement is terminated by us without “cause,” Focus Impact Partners is entitled to be paid any and all fees that would be due and payable through the expiration of the then-current term of the Consulting Agreement as if it had not been so terminated.
Carl Stanton, and Wray Thorn, co-founders of Focus Impact Partners, are founders of Focus Impact, the Sponsor in connection with the Business Combination and served as directors of Focus Impact. Mr. Thorn currently serves as a member of our board of directors and Mr. Stanton is a board observer.
Focus Impact BHAC Sponsor, LLC Company Support Agreement
On November 24, 2025, the Company and Focus Impact BHAC Sponsor, LLC entered into a the Focus Impact Company Support Agreement, pursuant to which, Focus Impact agreed not to transfer, sell, hedge, pledge, or otherwise dispose of 100% of its 3,306,944 beneficially owned shares of Class A Common Stock of the Company until the earlier to occur of (a) the date the Company waives the Focus Impact Company Support Agreement and (b) June 2, 2026 (six months from the date on which the Registration Statement registering the resale of Focus Impact’s shares becomes effective under the Securities Act of 1933, as amended.)
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CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS OF XCF GLOBAL
Based solely upon information made available to us, the following table sets forth information with respect to the beneficial ownership of our Common Stock as of June 1, 2026 by (i) each principal stockholder, (ii) each director; (iii) each of the executive officers; and (iv) all executive officers and directors as a group. Other than the holders listed below, we do not know of any person who beneficially owns more than 5% of our Common Stock as of June 1, 2026. Except as otherwise indicated in footnotes to this table or, where applicable, to the extent authority is shared by spouses under community property laws, to our knowledge, the holders listed below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.
|
Name and Address of Beneficial Owner |
Amount and |
Percent of |
|||
|
Five Percent Holders |
|
||||
|
RESC Renewables Holdings, LLC(1)(2)(3) |
66,936,867 |
16.80 |
% |
||
|
Encore DEC, LLC(1)(2)(3) |
37,616,385 |
9.46 |
% |
||
|
Randall Eric Soule(1)(2)(3) |
941,040 |
* |
% |
||
|
GL Part SPV I, LLC(4)(5)(6) |
14,187,115 |
3.56 |
% |
||
|
GL Part SPV II, LLC(4)(5)(6) |
20,588,185 |
5.16 |
% |
||
|
EEME Energy SPV I, LLC(4)(5)(6) |
109,499,560 |
27.49 |
% |
||
|
Sky MD, LLC(7) |
8,491,031 |
2.13 |
% |
||
|
Directors and Executive Officers(8) |
|
||||
|
Christopher Cooper |
— |
* |
|
||
|
Carter McCain(9)(10) |
32,000 |
* |
|
||
|
Sanford Cockrell(9) |
25,000 |
* |
|
||
|
Si-Yeon Kim(9) |
25,000 |
* |
|
||
|
Wray Thorn(11) |
3,564,296 |
* |
|
||
|
Harvey Schnitzer |
— |
* |
|
||
|
All executive officers and directors as a group (6 persons) |
3,646,296 |
* |
|
||
____________
* Less than 1%
(1) The business address of RESC Renewables Holdings, LLC is 14830 Kivett Lane, Reno, NV 89521. Randall Eric Soule owns all of the membership interests in RESC Renewables Holdings, LLC and has sole voting and investment authority over the shares of our Common Stock indicated in the table.
(2) The business address of Encore DEC, LLC is 425 Western Rd. #102, Reno, NV 89506. Randall Eric Soule owns all of the membership interests in RESC Renewables Holdings, LLC and has sole voting and investment authority over the shares of our Common Stock indicated in the table.
(3) The business address of Randall Eirc Soule is 14830 Kivett Lane, Reno, NV 89521. In addition to the shares held by him individually, Randall Eric Soule, through his ownership of all of the membership interests in RESC Renewables Holdings, LLC, also beneficially owns the shares of our Common Stock held by RESC Renewables Holdings, LLC.
(4) The business address of GL Part SPV I, LLC is 30 N Gould Street, Suite R, Sheridan, Wyoming 82801. Majique Ladnier is the sole member of GL Part SPV I, LLC and has sole voting and investment authority over the shares of our Common Stock.
(5) The business address of GL Part SPV II, LLC is 30 N Gould Street, Suite R, Sheridan, Wyoming 82801. Majique Ladnier is the sole member of GL Part SPV II, LLC and has sole voting and investment authority over the shares of our Common Stock.
(6) The business address of EEME Energy SPV I, LLC is 30 N Gould Street, Suite R, Sheridan, Wyoming 82801. Majique Ladnier is the sole member of EEME Energy SPV I, LLC and has sole voting and investment authority over the shares of Common Stock.
(7) The business address of Sky MD, LLC is 149 Sussex Street, Jersey City, NJ 07302. Mihir Dange, former CEO, is the sole member of Sky MD, LLC and has sole voting and investment authority over the shares of Common Stock.
(8) Unless otherwise noted, the business address of each of XCF’s directors and officers is 3040 Post Oak Blvd., Floor 18 Suite 164, Houston, TX 77056.
(9) Each of the Non-Employee independent these members of the Board of Directors received an award of restricted stock units representing 100,000 shares of our Common Stock in connection with their joining the Board of Directors of XCF. The restricted stock units vest over a period of four years with the first vesting to occur on the first anniversary of the award.
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(10) Consists of 7,000 shares of Class A Common Stock held by Mr. McCain’s spouse. Mr. McCain may be deemed to beneficially own these securities pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, although he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(11) Focus Impact Partners, LLC beneficially owns 257,352 shares of our Common Stock. Mr. Thorn is a Partner and Co-Founder of Focus Impact Partners, LLC and, as a result, may be deemed to share beneficial ownership of the shares held by Focus Impact Partners, LLC. Focus Impact BHAC Sponsor, LLC beneficially owns 3,306,944. Mr. Thorn is a Partner of Focus Impact BHAC Sponsor, LLC and, as a result, may be deemed to share beneficial ownership of the shares held by Focus Impact BHAC Sponsor, LLC.
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INFORMATION ABOUT DEVVSTREAM
Overview
Business Overview
DevvStream Corp. (“DevvStream,” the “Company,” “we,” “our,” or “us”) is a capex-light environmental asset generation company focused on developing and managing high-quality, technology-based sustainability projects. We provide exposure to environmental assets such as carbon credits — used to offset emissions of carbon dioxide and other greenhouse gases — and International Renewable Energy Certificates (“I-RECs”), which allow organizations to claim renewable energy usage and demonstrate progress toward decarbonization goals.
Our mission is to accelerate the global transition to a low-carbon economy by investing in, developing, and monetizing projects that generate verifiable environmental benefits. Through partnerships with technology providers, project developers, and registries, we seek to deliver scalable, high-integrity environmental assets that meet international standards for measurement, reporting, and verification (“MRV”).
Technology Platform and Blockchain Use
We may employ blockchain technology to enhance transparency, data integrity, and auditability across the environmental asset lifecycle. Any blockchain implementation would be limited to the tracking, management, and storage of project-level data on a secure, immutable ledger.
Importantly, the blockchain is not used to create, issue, or register carbon credits or I-RECs. Carbon credits are independently issued and tracked by recognized third-party registries that maintain official ownership and transaction records. Our platform does not interface with, nor substitute for, these registries.
Strategic Focus Areas
DevvStream operates across three strategic domains designed to support the generation and commercialization of environmental assets:
1. Offset Portfolio: We maintain a diversified portfolio of environmental assets, including I-RECs, nature-based, technology-based, and carbon sequestration credits, for sale to corporations and governments seeking to offset residual emissions.
2. Project Investment and Acquisitions: We may invest in or acquire interests in sustainability projects and related technologies to expand our reach and position as an end-to-end solutions provider within the voluntary carbon and renewable energy markets.
3. Project Development and Management: In select cases, we serve as project developer or manager for eligible emission-reduction activities — such as energy efficiency technologies used for reduced energy consumption — in exchange for a portion of generated credits or environmental asset revenue.
Market Opportunity and Competitive Position
We operate within the rapidly evolving global carbon and renewable energy certificate markets, which are influenced by increasing corporate decarbonization commitments, regulatory frameworks, and technological innovation. Our asset-light model enables scalability and capital efficiency, while our focus on technology-based projects — including EV charging, methane capture, and energy-efficiency retrofits — positions us to participate in high-integrity, verifiable credit generation.
Through our partnerships and proprietary platform, we aim to differentiate ourselves by combining environmental project development expertise with transparent data systems that meet emerging MRV and disclosure standards.
Regulatory Environment
Our operations are subject to evolving environmental, sustainability, and financial reporting regulations in the jurisdictions where we operate. Compliance requirements include environmental permitting, voluntary carbon market standards, and disclosure obligations applicable to a Nasdaq-listed issuer. We continually monitor changes in regulatory frameworks that may affect carbon credit generation, sale, or recognition.
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History of DevvStream
DevvStream Inc., a wholly-owned operating subsidiary of DevvStream Corp., was incorporated in Delaware on August 27, 2021, under the name “18798 Corp.” On October 7, 2021, 18798 Corp. changed its name to “DevvESG Streaming Inc.”, and on February 1, 2022, subsequently changed its name to “DevvStream Inc.” DevvStream Inc. was formed to operate as a sustainability principled, technology-based, impact-investing company focused on high quality and high return carbon credit generating projects.
On November 4, 2022, DevvStream Inc. completed a business combination transaction (the “2022 Business Combination”) with 1319738 B.C. Ltd., 1338292 B.C. Ltd., Devv Subco Inc., and DevvESG Streaming Finco Ltd., pursuant to which 1319738 B.C. Ltd., acquired all of the issued and outstanding securities of DevvStream Inc. by way of a three-cornered merger. In connection with the 2022 Business Combination, 1319738 B.C. Ltd. changed its name to “DevvStream Holdings Inc.” Upon closing of the 2022 Business Combination, DevvStream Inc. became a wholly owned subsidiary of DevvStream Holdings Inc., and the business of DevvStream Inc. became the business of DevvStream Holdings Inc. On January 17, 2023, DevvStream’s subordinate voting shares were listed and posted for trading on the NEO Exchange (now known as CBOE Canada). DevvStream Holdings Inc. is no longer listed on the CBOE Canada.
On September 12, 2023 (and as amended May 1, 2024, August 10, 2024, and October 29, 2024, the “Business Combination Agreement”), we entered into a Business Combination Agreement (the “Business Combination” or the “De-SPAC Transaction”) with Focus Impact Acquisition Corp. (“FIAC”). FIAC was a special purpose acquisition corporation focused on amplifying social impact through the pursuit of a merger or business combination with socially forward companies. On November 6, 2024, we completed the Business Combination with FIAC, pursuant to the Business Combination Agreement. In connection with the completion of the business combination, the Company changed its jurisdiction from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby become a company existing under the Business Corporations Act (Alberta) and changed its name to DevvStream Corp., and DevvStream Holdings Inc. and Amalco Sub amalgamated to form one corporate entity. DevvStream Corp’s common shares commenced trading on the NASDAQ Capital Market (“Nasdaq”) under the new ticker symbol “DEVS” on November 7, 2024.
Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions. As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for DevvStream Holdings Inc. (“Devv Holdings”) and its subsidiary, DevvStream Inc. (“DESG”). The functional currency for DevvESG Streaming Finco Ltd. (“Finco”), another subsidiary of ours, remained CAD$. This change aligns with the business’s future focus and the effective date of the FIAC’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. Upon the change in functional currency on August 1, 2024, 121,995 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities. Determining the functional currency involved significant judgments to assess the primary economic environment in which the Company operates, including factors such as the currency of underlying transactions, the location of key operations, and the currency of expected cash flows. Upon the completion of the De-SPAC Transaction on November 6, 2024, 62,772 of the Company’s stock options which had strike prices denominated in CAD$ were reclassified as stock option liabilities, as exemptions from classification from derivative liability classification under ASC 718-10-25-14 that were previously applicable upon change in functional currency no longer apply upon the commencement of trading of the Company’s common shares on the NASDAQ.
On August 8, 2025, we filed Articles of Amendment with the Registrar of Corporations (Alberta) to effect a Reverse Stock Split of our issued and outstanding Common Shares at a ratio of one for ten (10) (the “Reverse Stock Split”).
Our Industry and Market Opportunity
Overview of Carbon Credits
Carbon credits-each equal to one metric ton of carbon dioxide removed or avoided-are designed to help organizations advance decarbonization efforts by funding environmentally-conscious projects. Carbon credits are generated in two ways: (i) nature-based solutions; and (ii) technology-based solutions. They can be traded directly between companies, organizations and countries, or on exchanges where carbon credits are sold and purchased. Companies or individuals
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may use carbon markets to compensate for their greenhouse gas emissions by purchasing carbon credits from an entity that removes or reduces their greenhouse gas emissions. Carbon markets exist around the world in many different forms, although they can generally be divided into mandatory (compliance) markets and voluntary markets.
Nature-based Solutions vs. Technology-based Solutions
Nature-based solutions include the protection, restoration, and management of natural ecosystems and currently make up the majority of the carbon credit market. Technology-based solutions leverage innovative technology to further avoid or reduce carbon emissions and include examples such as energy efficiency, fuel switching and methane avoidance. Recent studies done by American University shows that nature-based solutions will only contribute 20% of the carbon reductions needed to meet our global net zero goals. The other 80% needs to come from technology, which is where we plan to target. Accordingly, our business model focuses on generating carbon credits through efficient, repeatable, and scalable technology-based solutions.
Compliance Markets vs. Voluntary Markets
Compliance markets are created and regulated by government bodies and are usually set up as cap-and-trade emission trading schemes. In compliance markets, corporations buy and sell compliance carbon offsets to comply with the cap or limit imposed on their emissions by the government. Compliance markets are usually tied to a specific jurisdiction-for example, the European Union Emissions Trading System (“ETS”) is only applicable to entities domiciled in the European Union.
Voluntary markets, on the other hand, are traditionally set up by independent non-governmental organizations or various types of private consortia. In voluntary markets, carbon credits can be generated from projects including but not limited to, improved energy efficiency, forestry and land use, renewable energy, agriculture, transportation, household devices, biomass and biogas facilities, waste disposal, carbon capture, utilization and storage (“CCS/CCUS”), wetland restoration and other industrial projects. Voluntary markets set rules frameworks for sellers and buyers to trade offsets under a public registry. In voluntary markets, organizations choose to voluntarily offset emissions that otherwise would not be possible, or very expensive, by purchasing carbon emission reductions. Demand for voluntary carbon offsets is driven by companies seeking to address pressure from customers and investors to reduce their carbon footprint, as well as entities that purchase offsets before emissions reductions are required by regulation. In voluntary markets, a carbon credit represents one ton of carbon dioxide (“tCO2”) or the carbon dioxide equivalent (“tCO2e”) of another greenhouse gas (based on the amount of heat it traps in the atmosphere) that is prevented from entering or being absorbed from the atmosphere. Every 4.60 tCO2e removed from the atmosphere is the equivalent of removing one average combustion engine passenger vehicle for a year.
Our Business Model
Overview of Streaming
A carbon credit stream is a flexible, customizable financing alternative that allows developers, aggregators, and/or owners of projects which require substantial capital to bring projects to fruition, advancing the transition to a low-carbon future. Similar financing structures, including streams and royalties, have been used extensively in the music, publishing, pharmaceutical, franchising and precious and base metals sectors to provide an alternative to traditional sources of capital at an attractive cost. In a stream agreement, the holder makes an upfront payment in exchange for the right to purchase all, a fixed percentage of, or a specified amount of the subject of the stream at a pre-agreed upon price or a percentage of a reference price for the term of the agreement, which is typically for a long term.
A carbon credit stream is a contractual agreement whereby the stream purchaser makes an upfront payment (in the form of cash, shares, or other consideration) in return for the right to receive all, or a portion of, the future carbon credits generated by a project or an asset over the term of the agreement. An additional payment may be paid per carbon credit to the project or asset developer or owner when the carbon credits are delivered to the stream purchaser or when the carbon credits are sold by the stream purchaser.
Benefits of streams to the project developer or asset owner include an upfront payment and annual income over the project life. The developer or owner may use the upfront payment to fund project development on existing or new project activities, verification of carbon credits or for general corporate purposes.
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Revenue Streams
Our business model is focused on two forms of carbon credit generation activity. The two activity types, which we call our “direct investment model” and our “project management model,” can be distinguished based on whether a partner or we lead the development and maintenance of the offset project. On partner-led contracts under our direct investment model, the partner will manage all costs to develop and manage initial and ongoing program management, while we receive a share of the credits generated. On our led contracts under our project management model, we will bear the costs of generating and certifying the carbon credits for those projects. This includes contract development, validation, registry listing, any ongoing data collection and fees charged by registries for credit issuance, transfer or retirement. In either model, stream interests (which are not typically working interests in a property or an asset) are established through a contract between the holder and the property or asset owner.
While subsequent payments beyond the initial deployment of capital is a common function of typical royalty agreements, the majority of the agreements that we intend to put in place will allow us to own a portion of the future carbon credits outright without additional consideration (although there may be costs associated with managing the project or program depending on our involvement during the term of the contract).
We plan to use third-party greenhouse gas project evaluation and quantification studies as part of their project due diligence process in selecting projects. Third-party studies provide confirmation that the project aligns to offset criteria including ISO140640-2 and Core Carbon Principles (“CCPs”), reducing the risk of not meeting these after the offset project is completed. It also provides an estimate of carbon credits generated and the expected crediting period, according to selected quantification methodologies. The studies also identify potential risks which may prevent the generation of high-quality credits related to offset quality criteria, such as clear ownership, additionality, permanence and leakage. The third-party consultant used is based on experience and expertise in the carbon market that is tied to the specific project that is being evaluated.
In certain cases, once we select a project, we may assist the owner with implementation of the carbon offset project, including feasibility studies, registration, validation, and verification, all of which may be too costly and complex for an owner to do on its own. In this case, we will maintain a controlling interest in the offset project, the quality of the credits generated, and the issuance and trading timing and format. Given the collective experience of our management team and our Board, we believe we are ideally positioned to select projects and provide stream or royalty financing to those projects which will benefit from this financing structure.
We plan to continue to enhance the Company’s position in the I-REC market, following its recent approval to the Evident Registry and key agreements that expand its portfolio of renewable energy attributes. These strategic developments position the Company to capitalize on the growing demand for I-RECs, offering organizations verifiable solutions to meet sustainability and clean energy goals.
Together, we believe these agreements support our planned strategy of becoming a leading global aggregator and trader of I-RECs. By leveraging the Evident Registry’s global infrastructure, the Company plans to ensure full transparency, traceability, and credibility of its renewable energy attributes. Additionally, these transactions diversify our Company’s revenue streams, enabling the monetization of both carbon offsets and energy attribute certificates in parallel, positioning the Company as a key player in the environmental asset market.
Impact Investment
Our purpose is to generate positive, measurable social and environmental impact alongside attractive returns for stakeholders. We intend to achieve this through the provision of innovative capital solutions for projects that demonstrably advance the transition to a low-carbon future, with a particular focus on projects with Co-Benefits (as defined below) in alliance with principles of sustainability. This focus begins at the identification of potential investments. Due to the nature of our business, capital will necessarily be deployed to projects that combat climate change. For us, however, while every carbon credit represents one ton of CO2e in the atmosphere, not every carbon credit is equal in its contribution to a sustainable future.
Management will seek, wherever possible, investments that make a sustainable impact beyond the removal, avoidance or sequestering of greenhouse gas emissions. The Company’s sustainable investment screen, through our analysis, will ensure the consideration of factors that may augment the sustainable impact of our capital beyond advancing climate action, while also ensuring attractive financial returns. Additional considerations may take the form of protecting
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endangered species, improving the lives of people in under-developed nations, providing measurable tangible benefits to the communities in the project area, or other activities which advance sustainable development (“Co-Benefits”). It is our belief that by focusing on these goals, the carbon credits we expect to receive will attract a premium, which should increase the financial returns to shareholders. Given the decades long relationships that are expected to result from carbon streams, we believe it is important to partner with developers and project operators who share our goal to be instrumental in the transition to a sustainable, low-carbon economy.
Our choice of investments will meet the highest environmental integrity criteria such as ISO141064-2, the CCPs, Sustainable Development Goals (“SDGs”), as well as additional environmental integrity criteria, on an activity-by-activity basis. Accordingly, we anticipate that most, if not all, of our projects will have additional social, environmental, and economic co-benefits in addition to their carbon reduction or removal potential. We aim to deliver long-term cash flow growth through the monetization of its carbon credit portfolio through direct sales to third-party buyers, or on carbon credit marketplaces.
We plan to make investments in a broad range of projects that generate carbon credits. In addition to the more common nature-based projects, we plan to also invest in a broad range of projects covering most carbon-mitigation activities, including renewable and non-renewable energy generation, energy and fuel efficiency, avoidance of the emission of potent gases such as hydrofluorocarbons and sulfur hexafluoride, waste handling and disposal and potentially CCS/CCUS.
Project Management
We may act as a carbon project manager controlling all major aspects of carbon credit generation within a project, again providing a long-term contractual revenue stream with minimal operating requirements. Our project management model is designed to help generate streams of revenue for other companies, municipalities and other organizations through the technology-focused generation of carbon credits. In this role, we would partner with entities that reduce energy consumption or greenhouse gas emissions and provide turnkey services allowing these entities to generate and monetize the associated carbon credits, in exchange for a portion of those credits. Since the process of generating carbon credits is very complicated and tedious, most of these companies do not have the expertise or resources to do it. As a result, we plan to be able to fill this role of generating carbon credits on their behalf at no cost to the companies. Instead, we will typically aim to retain approximately 25% of the carbon credit stream generated. The majority of investments needed are the costs to register, validate, verify and certify the carbon credits generated from the projects and typically is less than $150,000 per project.
Devvio Agreement and Transition to Strategic Token Partnership
In 2021, we entered into a strategic partnership agreement (as amended, the “Strategic Partnership Agreement”) with Devvio, Inc. (“Devvio”) to support the use of its proprietary blockchain platform, DevvX, for data storage and transparency in connection with environmental asset projects. On October 28, 2025, DevvStream entered in a fourth amendment to the Strategic Partnership Agreement (the “Fourth Amendment”) to settle and discharge the existing rights and obligations under the Strategic Partnership Agreement, with the exception of confidentiality obligations and the obligations set forth in the Fourth Amendment.
The Amendment establishes a Strategic Token Program between the parties whereby DevvStream agrees to purchase DevvE tokens annually in the amount of $1,000,000 in 2025 and $1,270,000 in each of 2026 and 2027 (each such amount, the “Purchase Amount”). In exchange, and as part of the Strategic Token Program, DevvStream shall receive warrants to acquire additional DevvE tokens equal to twenty-five percent (25%) of the Purchase Amount which shall be exercisable at the same 10-day VWAP price that was used to determine the number of tokens purchased.
The arrangement with Devvio is non-exclusive, permitting DevvStream to engage with other technology providers or to elect not to use blockchain solutions for project data management.
Technology Platform and Blockchain Use
We continue to evaluate the potential use of blockchain technology to enhance transparency, data integrity, and auditability within our environmental asset projects. Historically, our platform design contemplated integration with Devvio’s DevvX blockchain; however, we have revised that approach as reflected by the Fourth Amendment.
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Going forward, our blockchain strategy is flexible and non-exclusive. We may utilize Devvio’s DevvX network, an alternative blockchain provider, or no blockchain at all depending on operational requirements, partner preferences, and regulatory considerations. If deployed, blockchain functionality would remain limited to the tracking and storage of project-level data and would not involve the creation, registration, or trading of crypto assets or carbon credits.
We do not issue or transact in any cryptocurrency or token as part of our core operational activities. Any token transactions under a potential strategic partnership with Devvio (or others) would relate solely to investment or technology-enablement purposes and would not form part of our environmental asset generation business.
Verification and Validation
We have engaged leading offset developers and greenhouse gas accounting firms to assist with establishing the strategic approach to maximize revenue potential while minimizing risk, determining appropriate voluntary carbon credit methodologies and developing voluntary offset projects leveraging existing greenhouse gas quantification methodologies for projects. These methodologies are internationally recognized. All our projects are intended to meet or exceed the requirements set out by companies seeking to offset their corporate emissions by purchasing carbon credits. These requirements include a clear description of any environmental claims, a conservative baseline of carbon credits generated, demonstration of all additionality barriers (including financial barriers), no leakage, permanence and third-party verification.
Registries set the project design, implementation, monitoring and reporting criteria against which a project’s carbon offsetting activities and/or environmental and social benefits can be verified. In voluntary markets, a number of standards have emerged with the intent to increase credibility in the marketplace. Some of the more commonly used and internationally recognized standards include the Verified Carbon Standard Program by Verra, Gold Standard, Global Carbon Council and American Carbon Registry (“ACR”).
One of the major roles of registries is to develop and/or publish greenhouse gas quantification methodologies. The methodology(ies) applied during the initial project design stage will directly influence the projected greenhouse gas emission reductions and/or removals generated by the project during the project crediting period. The project developer/owner is responsible for, among other things, selecting the applicable methodology, engaging in the registration process with the applicable standard organization, and leading in the annual verification process that ensures the continued generation of credits over the crediting period of the project.
Xpansiv Relationship
We use Xpansiv DataSystems Inc. (“Xpansiv”)’s trading platform, the premier global marketplace for sustainability-inclusive products. Xpansiv has the largest marketplace for environmental credits and has had the largest number of carbon credit transactions globally, with over one billion environmental credits having been processed through Xpansiv. Xpansiv acts as an efficient channel to offer high quality carbon credits to buyers and is expected to provide liquidity for our portfolio of carbon credits. Additionally, Xpansiv’s CBL Market and Environmental Management Account allow us to manage its credits held on multiple registries from one convenient location, including the sale of credits to partners. It is anticipated that a portion of our carbon credit buyers will come through Xpansiv.
Our Current Projects and Programs
Overview of Streaming
A carbon credit stream is a flexible, customizable financing alternative that allows developers, aggregators, and/or owners of projects which require substantial capital to bring projects to fruition, advancing the transition to a low-carbon future. Similar financing structures, including streams and royalties, have been used extensively in the music, publishing, pharmaceutical, franchising and precious and base metals sectors to provide an alternative to traditional sources of capital at an attractive cost. In a stream agreement, the holder makes an upfront payment in exchange for the right to purchase all, a fixed percentage of, or a specified amount of the subject of the stream at a pre-agreed upon price or a percentage of a reference price for the term of the agreement, which is typically for a long term.
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A carbon credit stream is a contractual agreement whereby the stream purchaser makes an upfront payment (in the form of cash, shares, or other consideration) in return for the right to receive all, or a portion of, the future carbon credits generated by a project or an asset over the term of the agreement. An additional payment may be paid per carbon credit to the project or asset developer or owner when the carbon credits are delivered to the stream purchaser or when the carbon credits are sold by the stream purchaser.
Benefits of streams to the project developer or asset owner include an upfront payment and annual income over the project life. The developer or owner may use the upfront payment to fund project development on existing or new project activities, verification of carbon credits or for general corporate purposes.
Revenue Streams
Our business model is focused on two forms of carbon credit generation activity. The two activity types, which we call our “direct investment model” and our “project management model,” can be distinguished based on whether a partner or we lead the development and maintenance of the offset project. On partner-led contracts under our direct investment model, the partner will manage all costs to develop and manage initial and ongoing program management, while we receive a share of the credits generated. On our led contracts under our project management model, we will bear the costs of generating and certifying the carbon credits for those projects. This includes contract development, validation, registry listing, any ongoing data collection and fees charged by registries for credit issuance, transfer or retirement. In either model, stream interests (which are not typically working interests in a property or an asset) are established through a contract between the holder and the property or asset owner.
While subsequent payments beyond the initial deployment of capital is a common function of typical royalty agreements, the majority of the agreements that we intend to put in place will allow us to own a portion of the future carbon credits outright without additional consideration (although there may be costs associated with managing the project or program depending on our involvement during the term of the contract).
We plan to use third-party greenhouse gas project evaluation and quantification studies as part of their project due diligence process in selecting projects. Third-party studies provide confirmation that the project aligns to offset criteria including ISO140640-2 and Core Carbon Principles (“CCPs”), reducing the risk of not meeting these after the offset project is completed. It also provides an estimate of carbon credits generated and the expected crediting period, according to selected quantification methodologies. The studies also identify potential risks which may prevent the generation of high-quality credits related to offset quality criteria, such as clear ownership, additionality, permanence and leakage. The third-party consultant used is based on experience and expertise in the carbon market that is tied to the specific project that is being evaluated.
In certain cases, once we select a project, we may assist the owner with implementation of the carbon offset project, including feasibility studies, registration, validation, and verification, all of which may be too costly and complex for an owner to do on its own. In this case, we will maintain a controlling interest in the offset project, the quality of the credits generated, and the issuance and trading timing and format. Given the collective experience of our management team and our Board, we believe we are ideally positioned to select projects and provide stream or royalty financing to those projects which will benefit from this financing structure.
We plan to continue to enhance the Company’s position in the I-REC market, following its recent approval to the Evident Registry and key agreements that expand its portfolio of renewable energy attributes. These strategic developments position the Company to capitalize on the growing demand for I-RECs, offering organizations verifiable solutions to meet sustainability and clean energy goals.
Together, we believe these agreements support our planned strategy of becoming a leading global aggregator and trader of I-RECs. By leveraging the Evident Registry’s global infrastructure, the Company plans to ensure full transparency, traceability, and credibility of its renewable energy attributes. Additionally, these transactions diversify our Company’s revenue streams, enabling the monetization of both carbon offsets and energy attribute certificates in parallel, positioning the Company as a key player in the environmental asset market.
Impact Investment
Our purpose is to generate positive, measurable social and environmental impact alongside attractive returns for stakeholders. We intend to achieve this through the provision of innovative capital solutions for projects that demonstrably advance the transition to a low-carbon future, with a particular focus on projects with Co-Benefits
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(as defined below) in alliance with principles of sustainability. This focus begins at the identification of potential investments. Due to the nature of our business, capital will necessarily be deployed to projects that combat climate change. For us, however, while every carbon credit represents one ton of CO2e in the atmosphere, not every carbon credit is equal in its contribution to a sustainable future.
Management will seek, wherever possible, investments that make a sustainable impact beyond the removal, avoidance or sequestering of greenhouse gas emissions. The Company’s sustainable investment screen, through our analysis, will ensure the consideration of factors that may augment the sustainable impact of our capital beyond advancing climate action, while also ensuring attractive financial returns. Additional considerations may take the form of protecting endangered species, improving the lives of people in under-developed nations, providing measurable tangible benefits to the communities in the project area, or other activities which advance sustainable development (“Co-Benefits”). It is our belief that by focusing on these goals, the carbon credits we expect to receive will attract a premium, which should increase the financial returns to shareholders. Given the decades long relationships that are expected to result from carbon streams, we believe it is important to partner with developers and project operators who share our goal to be instrumental in the transition to a sustainable, low-carbon economy.
Our choice of investments will meet the highest environmental integrity criteria such as ISO141064-2, the CCPs, Sustainable Development Goals (“SDGs”), as well as additional environmental integrity criteria, on an activity-by-activity basis. Accordingly, we anticipate that most, if not all, of our projects will have additional social, environmental, and economic co-benefits in addition to their carbon reduction or removal potential. We aim to deliver long-term cash flow growth through the monetization of its carbon credit portfolio through direct sales to third-party buyers, or on carbon credit marketplaces.
We plan to make investments in a broad range of projects that generate carbon credits. In addition to the more common nature-based projects, we plan to also invest in a broad range of projects covering most carbon-mitigation activities, including renewable and non-renewable energy generation, energy and fuel efficiency, avoidance of the emission of potent gases such as hydrofluorocarbons and sulfur hexafluoride, waste handling and disposal and potentially CCS/CCUS.
Project Management
We may act as a carbon project manager controlling all major aspects of carbon credit generation within a project, again providing a long-term contractual revenue stream with minimal operating requirements. Our project management model is designed to help generate streams of revenue for other companies, municipalities and other organizations through the technology-focused generation of carbon credits. In this role, we would partner with entities that reduce energy consumption or greenhouse gas emissions and provide turnkey services allowing these entities to generate and monetize the associated carbon credits, in exchange for a portion of those credits. Since the process of generating carbon credits is very complicated and tedious, most of these companies do not have the expertise or resources to do it. As a result, we plan to be able to fill this role of generating carbon credits on their behalf at no cost to the companies. Instead, we will typically aim to retain approximately 25% of the carbon credit stream generated. The majority of investments needed are the costs to register, validate, verify and certify the carbon credits generated from the projects and typically is less than $150,000 per project.
Devvio Agreement and Transition to Strategic Token Partnership
In 2021, we entered into a strategic partnership agreement (as amended, the “Strategic Partnership Agreement”) with Devvio, Inc. (“Devvio”) to support the use of its proprietary blockchain platform, DevvX, for data storage and transparency in connection with environmental asset projects. On October 28, 2025, DevvStream entered in a fourth amendment to the Strategic Partnership Agreement (the “Fourth Amendment”) to settle and discharge the existing rights and obligations under the Strategic Partnership Agreement, with the exception of confidentiality obligations and the obligations set forth in the Fourth Amendment.
The Amendment establishes a Strategic Token Program between the parties whereby DevvStream agrees to purchase DevvE tokens annually in the amount of $1,000,000 in 2025 and $1,270,000 in each of 2026 and 2027 (each such amount, the “Purchase Amount”). In exchange, and as part of the Strategic Token Program, DevvStream shall receive warrants to acquire additional DevvE tokens equal to twenty-five percent (25%) of the Purchase Amount which shall be exercisable at the same 10-day VWAP price that was used to determine the number of tokens purchased.
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The arrangement with Devvio is non-exclusive, permitting DevvStream to engage with other technology providers or to elect not to use blockchain solutions for project data management.
Technology Platform and Blockchain Use
We continue to evaluate the potential use of blockchain technology to enhance transparency, data integrity, and auditability within our environmental asset projects. Historically, our platform design contemplated integration with Devvio’s DevvX blockchain; however, we have revised that approach as reflected by the Fourth Amendment.
Going forward, our blockchain strategy is flexible and non-exclusive. We may utilize Devvio’s DevvX network, an alternative blockchain provider, or no blockchain at all depending on operational requirements, partner preferences, and regulatory considerations. If deployed, blockchain functionality would remain limited to the tracking and storage of project-level data and would not involve the creation, registration, or trading of crypto assets or carbon credits.
We do not issue or transact in any cryptocurrency or token as part of our core operational activities. Any token transactions under a potential strategic partnership with Devvio (or others) would relate solely to investment or technology-enablement purposes and would not form part of our environmental asset generation business.
Verification and Validation
We have engaged leading offset developers and greenhouse gas accounting firms to assist with establishing the strategic approach to maximize revenue potential while minimizing risk, determining appropriate voluntary carbon credit methodologies and developing voluntary offset projects leveraging existing greenhouse gas quantification methodologies for projects. These methodologies are internationally recognized. All our projects are intended to meet or exceed the requirements set out by companies seeking to offset their corporate emissions by purchasing carbon credits. These requirements include a clear description of any environmental claims, a conservative baseline of carbon credits generated, demonstration of all additionality barriers (including financial barriers), no leakage, permanence and third-party verification.
Registries set the project design, implementation, monitoring and reporting criteria against which a project’s carbon offsetting activities and/or environmental and social benefits can be verified. In voluntary markets, a number of standards have emerged with the intent to increase credibility in the marketplace. Some of the more commonly used and internationally recognized standards include the Verified Carbon Standard Program by Verra, Gold Standard, Global Carbon Council and American Carbon Registry (“ACR”).
One of the major roles of registries is to develop and/or publish greenhouse gas quantification methodologies. The methodology(ies) applied during the initial project design stage will directly influence the projected greenhouse gas emission reductions and/or removals generated by the project during the project crediting period. The project developer/owner is responsible for, among other things, selecting the applicable methodology, engaging in the registration process with the applicable standard organization, and leading in the annual verification process that ensures the continued generation of credits over the crediting period of the project.
Xpansiv Relationship
We use Xpansiv DataSystems Inc. (“Xpansiv”)’s trading platform, the premier global marketplace for sustainability-inclusive products. Xpansiv has the largest marketplace for environmental credits and has had the largest number of carbon credit transactions globally, with over one billion environmental credits having been processed through Xpansiv. Xpansiv acts as an efficient channel to offer high quality carbon credits to buyers and is expected to provide liquidity for our portfolio of carbon credits. Additionally, Xpansiv’s CBL Market and Environmental Management Account allow us to manage its credits held on multiple registries from one convenient location, including the sale of credits to partners. It is anticipated that a portion of our carbon credit buyers will come through Xpansiv.
Our Competition and Competitive Advantage
We face competition from other organizations, companies, non-profits, governments, asset managers and individuals that are, or may be, in the process of offering similar services. Some of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources than us. Given the increasing focus on carbon projects, the industry is highly competitive and rapidly evolving, and we expect the level of competition to continue to increase.
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Our current and potential competitors consist primarily of other organizations with a focus on carbon markets and the origination, registration, selling and trading of carbon credits. There is an increasing number of companies and organizations providing financing solutions and development expertise for carbon projects.
Our management believes the following factors and competitive advantages differentiate us from other companies providing similar services:
Focus on Technology-based Solutions to Climate Change
Our key focus is on technology-based solutions to climate change, while the majority of our competitors focus on nature-based solutions. As discussed above, nature-based solutions involve conserving, restoring or better managing natural ecosystems to remove carbon dioxide from the atmosphere, whereas technology-based solutions involve innovations that focus on the development of new technology and the use of such technology to reduce emissions or remove carbon-dioxide from the atmosphere.
A recent study estimates that nature-based solutions could contribute about 20% of mitigation needed between now and 2050 to keep global warning below two degrees Celsius, whereas the remaining 80% would have to come from other solutions including technology-based solutions. Accordingly, we believe that the market opportunities for technology-based solutions is significantly larger than that of nature-based solutions.
By focusing on technology-based projects to generate carbon credits, we are able to offer multiple advantages over nature-based solutions. These advantages include:
• Quicker implementation compared to nature-based projects;
• Easier replication or scalability than nature-based projects;
• Often more financially efficient than nature-based projects due to lower costs;
• More predictable and consistent results than nature-based projects; and
• Alignment with many of the United Nations’ SDGs.
Blockchain Technology and Data Management
We continue to evaluate the use of blockchain technology as a potential tool to enhance transparency, data integrity, and traceability within our environmental asset projects.
Under any future implementation, blockchain use would remain limited to recording and storing project-level data to support auditability and measurement, reporting, and verification (MRV) processes. The Company’s use of blockchain does not involve the creation, issuance, or trading of any cryptocurrency or token and does not substitute for traditional carbon-credit registries, which remain the official systems of record. Any future blockchain engagement — whether with Devvio or another provider — will be evaluated for regulatory, cost, and operational alignment before deployment.
Digital Asset Strategy
During fiscal year 2025, the Company deployed a digital asset treasury strategy funded with proceeds from a senior secured convertible promissory note (the “Initial Convertible Note”) issued to Helena Global Investment Opportunities I Ltd. (“Helena I”) on July 18, 2025, in an initial principal amount of $10,000,000, for gross proceeds of $9,200,000. To assist with the development and implementation of the strategy, the Company engaged FRNT Financial Inc. (“FRNT”), a specialty digital asset investment bank. Seventy percent of the Initial Tranche proceeds ($6,405,000) were allocated for the acquisition of Bitcoin (“BTC”) and Solana (“SOL”). Beginning August 1, 2025, the Company deployed those proceeds into BTC and SOL using a dollar-cost averaging approach, with the digital assets held in a custodial account with BitGo Trust Company, Inc. (“BitGo”), a South Dakota-chartered trust company and registered money services business that served as the pledged collateral custodian under the related account control agreement.
On May 28, 2026, DevvStream received a Notice of Exclusive Control from Helena I, the holder of the Initial Convertible Note. Pursuant to the notice, Helena I instructed BitGo to exercise certain control rights over the Company’s custodial account, including removing DevvStream as an approver and liquidating the Bitcoin and Solana collateral held therein.
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On June 8, 2026, DevvStream and Helena I entered into a Settlement Agreement and Mutual Release (the “Helena Settlement Agreement”) resolving the matters raised in the notice. Under the Helena Settlement Agreement, the parties agreed to credit the digital asset collateral held in the BitGo custodial account at an agreed value of $2,600,000, which amount was applied against the outstanding obligations under the Initial Convertible Note, and Helena I retains possession and control of the collateral. After giving effect to that credit and the Company’s honoring of certain outstanding conversion notices totaling $295,000 in principal, the parties agreed that the remaining amount owing under the Initial Convertible Note is $1,000,000. Subsequent to the execution of the Helena Settlement Agreement, on June 8, 2026, the Company honored an additional conversion notice for $325,000 in principal, resulting in a current outstanding balance under the Initial Convertible Note of $675,000. The Company disclosed the execution and material terms of the Helena Settlement Agreement in a Current Report on Form 8-K filed with the SEC on June 8, 2026. See “— Legal Proceedings” and “— Recent Developments” below.
As a result of the foregoing, the Company has discontinued its digital asset treasury strategy and does not intend to acquire cryptocurrency for investment or treasury management purposes, other than as may be required under existing contractual arrangements.
Government Regulation
We operate in an industry that is subject to many established environmental regulations. Greenhouse gas emissions are subject to environmental laws and regulations in the various jurisdictions in which our partners and customers have operations. In the normal course of business, our customers and partners may be involved in legal proceedings under various environmental laws across the globe relating to greenhouse gas emissions or remediation with respect to various environmental risks.
Our current and potential partners’ operations are within jurisdictions that have, or are developing, regulatory regimes governing emissions of greenhouse gasses, including carbon dioxide. These include existing coverage under the European Union Emission Trading System, the California cap-and-trade scheme, India’s Performance, Achieve and Trade scheme, South Africa’s Trade Exposure and Greenhouse Gas Benchmark Regulations, the Tokyo Cap-and-Trade Program, China’s Emission Trading Scheme and any potential expansions of these policies or related policies. In addition, the U.S. Environmental Protection Agency requires mandatory reporting of greenhouse gas emissions and is regulating greenhouse gas emissions for new constructions and major modifications to existing facilities.
Growing public concern regarding greenhouse gas emissions may result in more international, national or regional requirements to reduce or mitigate the effects of such greenhouse gas emissions. We cannot predict how, or the extent to which, such regulation may affect our customers and partners, and ultimately help or harm our business. Such changes may include regulation regarding the pricing of greenhouse gas emissions or other climate change regulations. It is difficult to estimate the likelihood of such regulations coming into effect, or predict the potential impact they may have on our customers. Potential consequences of new obligations could include increased technology, transportation, material and administrative costs, and may require us to make additional investments to our customers and their operations. We cannot determine at this time if the costs of compliance with these regulations will be material to our business or operations. Any failure by us to comply with any requirements of such regulations could subject us to potentially significant liabilities, monetary damages and fines or suspensions. Although we have not incurred, and do not currently anticipate, any material liabilities in connection with such regulations, we may be required to make expenditures related to such regulation in the future.
Canadian Reporting Obligations of DevvStream
DevvStream is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions
As a reporting issuer in British Columbia, Alberta and Ontario, DevvStream is subject to Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”). MI 61-101 regulates certain types of transactions to ensure fair treatment among securityholders and generally requires enhanced disclosure and, in certain instances, minority approval (as described below), independent valuations and approval and oversight of transactions by a special committee of independent directors. The protections afforded by MI 61-101 apply to “business combinations” (as defined in MI 61-101) which terminate the interests of securityholders without their consent.
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If any “related party” (as defined in MI 61-101) of DevvStream is entitled to receive, directly or indirectly, a “collateral benefit” (as defined in MI 61-101) as a consequence of the DevvStream Merger, the DevvStream Merger may constitute a business combination for the purposes of MI 61-101 and the DevvStream Merger Proposal may require “minority approval” (as defined in MI 61-101) in accordance with MI 61-101. If “minority approval” is required under MI 61-101, MI 61-101 would require that, in addition to approval from holders of a majority of the outstanding Common Shares of DevvStream entitled to vote in person or by proxy, the DevvStream Merger Proposal would also require the approval of a simple majority of votes cast by DevvStream Shareholders excluding votes cast in respect of DevvStream Shares held by the Persons described in items (a) through (d) of section 8.1(2) of MI 61-101.
A collateral benefit includes any benefit that a related party of DevvStream (which includes the directors and senior officers of DevvStream and its affiliates) is entitled to receive, directly or indirectly, as a consequence of the DevvStream Merger, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of DevvStream; however, such a benefit will not constitute a collateral benefit provided that certain conditions are satisfied. Under MI 61-101, a benefit received by a related party of DevvStream is not considered to be a collateral benefit if the benefit is: (a) a payment or distribution per DevvStream Share that is identical in amount and form to the entitlement of other DevvStream Shareholders; or (b) received solely in connection with the related party’s services as an employee, director or consultant of DevvStream or of an affiliated entity of DevvStream, and (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the XCF Global common shares paid to the related party for securities relinquished under the DevvStream Merger; (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the DevvStream Merger in any manner; (iii) full particulars of the benefit are disclosed in this Proxy Statement; and (iv) at the time the DevvStream Merger was agreed to, the related party and its associated entities beneficially own or exercise control or direction over, less than 1% of the outstanding DevvStream Shares (calculated as set forth in MI 61-101); or (c) certain other conditions are satisfied.
Following disclosure by each director and senior officer of DevvStream of the number of securities held by them and whether they expect to receive, directly or indirectly, as a consequence of the DevvStream Merger, any benefit, DevvStream has considered whether any of these matters may constitute a “collateral benefit” for purposes of MI 61-101 such that the DevvStream Merger would therefore constitute a “business combination” under MI 61-101. DevvStream has determined that no related party of DevvStream will receive a collateral benefit and, accordingly, the DevvStream Merger is not considered to be a “business combination” in respect of DevvStream, and as a result, no “minority approval” will be required for the DevvStream Merger Proposal. In addition, since the DevvStream Merger Proposal does not constitute a business combination, no formal valuation of DevvStream is required for the DevvStream Merger under MI 61-101.
Specialized Skills and Knowledge
A number of aspects of our business require specialized skills and knowledge. Our management has specialized skills and knowledge in the areas of carbon markets and the origination, registration, selling and trading of carbon credits. The number of persons experienced in carbon markets and the origination, registration, selling and trading of carbon credits is limited, and competition for such persons can be intense. In addition, the number of persons skilled in structuring streams is limited. Recruiting and retaining qualified personnel is critical to our success and there can be no assurance of such success.
A majority of carbon credit developers focus almost entirely on nature-based projects. As a result, their expertise are mostly in areas of botany, forestry and biology.
Our management team has acquired specialized skills and knowledge in the areas of carbon markets and the origination, registration, selling and trading of carbon credits through years of experience. Our CEO, Sunny Trinh, has over 25 years of experience working in technology, corporate social responsibility, sustainability and carbon markets.
Employees
As of the date hereof, we have a total of two full-time employees and five independent contractors.
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Legal Proceedings
From time to time, we may be subject to various claims, lawsuits and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions or relief.
Recent Developments
Since July 31, 2025, the Company has advanced several initiatives affecting its operating focus, capital structure and future revenue mix, including: (i) on December 3, 2025, entering into an Agreement and Plan of Merger with Southern Energy Renewables Inc. (“Southern”), subsequently superseded by the proposed three-party merger described below; (ii) on January 26, 2026, entering into a binding term sheet with XCF Global, Inc. and Southern to pursue the three-party merger that is the subject of this proxy statement/prospectus, contemplating an integrated platform focused on sustainable aviation fuel, environmental attribute monetization and related low-carbon fuel initiatives; (iii) on January 15, 2026, executing a binding term sheet with Fayafi to establish a jointly governed special purpose vehicle intended to scale to approximately $100 million in capital commitments by the end of 2027 for investments in decarbonization and environmental infrastructure; (iv) increasing the committed amount under its equity line of credit with Helena from $40 million to $300 million and, on February 10, 2026, entering into a side letter under which Helena committed to convert at least $9 million of outstanding principal and/or accrued interest under the Crypto Strategy Convertible Debt into common shares on or before May 10, 2026, in exchange for a $250,000 convertible promissory note, which equity line of credit was subsequently terminated effective June 3, 2026; (v) on June 3, 2026, entering into a $6,000,000 Series A investment in EEME Energy SPV I, LLC, a special purpose vehicle focused on sustainable energy infrastructure; and (vi) continued development of our North American EV-charging program, expansion into the I-REC market, and execution of additional environmental asset purchase and trading arrangements. The Company also implemented a digital asset treasury strategy, including a secured convertible notes financing and the onboarding of BitGo as qualified custodian; that strategy was subsequently discontinued following the Helena Settlement Agreement entered into on June 8, 2026. See “— Digital Asset Strategy” and “— Legal Proceedings” above. On November 18, 2025, the Company received notice from Nasdaq that it no longer satisfied the continued listing standards of the Nasdaq Capital Market. On February 23, 2026, Nasdaq granted the Company an extension until May 18, 2026 to regain compliance. On May 19, 2026, a hearing was held before the Nasdaq Hearings Panel; the Company is awaiting the Panel’s decision. The Company has incurred recurring losses and negative operating cash flows, and management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DEVVSTREAM
Company Overview
DevvStream is a technology-based sustainability company that advances the development and monetization of environmental assets, with an initial focus on carbon markets. DevvStream’s mission is to create alignment between sustainability and profitability, helping organizations achieve their climate initiatives while directly improving their financial health.
With a diverse approach to the International Renewable Energy Certificate (“I-REC”) and carbon market, DevvStream operates across three strategic domains: (1) an offset portfolio consisting of I-REC’s, nature-based, tech-based, and carbon sequestration credits for immediate sale to corporations and governments seeking to offset their most difficult-to-reduce emissions; (2) project investment, acquisitions, and industry consolidation to extend the DevvStream’s reach, allowing it to become a full end-to-end solutions provider; and (3) project development, where DevvStream serves as project manager for eligible activities such as EV charging in exchange for a percentage of generated credits.
Company Formation and Reverse Takeover Transaction
DevvStream is a company existing under the Business Corporations Act of Alberta, Canada. DevvStream was a special purpose acquisition corporation (“SPAC”) incorporated in Delaware, the United States on February 23, 2021.
On September 12, 2023 (and as amended May 1, 2024, August 10, 2024, and October 29, 2024, the “Business Combination Agreement”, or “BCA”), we entered into a Business Combination Agreement with DevvStream Holdings Inc. (the ‘’Business Combination’‘or the ‘De-SPAC Transaction’’). The Business Combination was structured as an amalgamation of DevvStream Holdings Inc. (“Devv Holdings”) into a wholly owned subsidiary of DevvStream, following our redomiciling as an Alberta company. We were then renamed from Focus Impact Acquisition Corp. to DevvStream Corp. and continue the business of Devv Holdings following the amalgamation. It was a condition of the transaction that the securities of the Combined Company will be listed on NASDAQ.
On November 6, 2024, we completed the business combination with Devv Holdings, pursuant to the BCA. In connection with the completion of the business combination, we consolidated all of our issued and outstanding common stock on a 1:0.9692 basis. All the outstanding Devv Holdings subordinate voting shares (“SVS”) were exchanged for common stock of DevvStream on a common conversion ratio of 0.152934 (the “Common Conversion Ratio”). All the outstanding Devv Holdings multiple voting shares (“MVS”), being the equivalent of 10 SVS, were exchanged for common stock of DevvStream on the basis of the Common Conversion Ratio. In addition, all of the outstanding convertible securities of Devv Holdings were exchanged for securities of DevvStream on the basis of the Common Conversion Ratio, with corresponding adjustments to exercise prices, and otherwise on substantially the same economic terms and conditions. Our common shares commenced trading on the NASDAQ under the new ticker symbol “DEVS” on November 7, 2024.
Devv Holdings was deemed as the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the consolidated financial statements at their historical carrying value. Our operations are considered to be a continuance of the business and operations of Devv Holdings. Our results of operations are those of Devv Holdings, with our operations being included from November 6, 2024, the closing date of the De-SPAC Transaction, onwards.
Recent Developments
Termination of ELOC Agreement
On June 3, 2026, DevvStream terminated that certain Purchase Agreement (the “ELOC Agreement”) dated as of October 29, 2024, by and between DevvStream, Helena Global Investment Opportunities I LTD., and Focus Impact Sponsor, LLC, a Delaware limited liability company, in accordance with the terms of the ELOC Agreement. As previously disclosed, pursuant to the ELOC Agreement, as amended, DevvStream had the right to issue and to sell to Helena from time to time, as provided in the ELOC Agreement, up to $300,000,000 of DevvStream’s Common Shares, subject to the conditions set forth therein.
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Warrants Private Placement
On April 27, 2026, DevvStream entered into a securities purchase agreement with Helena, pursuant to which DevvStream agreed to issue and sell to Helena, in a private placement, pre-funded warrants to purchase an aggregate of 250,025 shares of the DevvStream’s common shares at a purchase price of $0.9999 per pre-funded warrant, for aggregate gross proceeds to the Company of $250,000.
Each pre-funded warrant is immediately exercisable upon issuance, has no expiration date, and is exercisable at a nominal exercise price of $0.0001 per warrant share, either by cash payment or by cashless exercise. The pre-funded warrants include customary anti-dilution adjustments and beneficial ownership limitations, which limit exercise to the extent that Helena’s beneficial ownership of DevvStream’s common shares would exceed 4.99% (or, at Helena’s election, up to 9.99%) following such exercise.
This offering is exempt from registration under the Securities Act, pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. Helena represented to DevvStream that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. The pre-funded warrants and warrant shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Pursuant to the securities purchase agreement, DevvStream has agreed to include the warrant shares as registrable securities for resale in the next registration statement filed by DevvStream with the SEC.
Focus Impact Partners and Focus Impact Sponsor Conversion Agreement
On March 13, 2026, DevvStream entered into a conversion agreement with Focus Impact Partners and Focus Impact Sponsor, pursuant to which DevvStream agreed to convert certain outstanding debt obligations owed to Focus Impact Partners and Focus Impact Sponsor into DevvStream’s common shares.
Pursuant to the conversion agreement, and subject to certain limitations, DevvStream agreed to convert the following obligations into equity: (i) $4,490,736 in principal and accrued interest outstanding under certain secured convertible notes previously issued to Focus Impact Partners and Focus Impact Sponsor; and (ii) $1,000,000 in accrued consulting fees owed to Focus Impact Partners under a strategic consulting agreement. The aggregate amount of $5,490,736 will be converted into 6,083,244 DevvStream’s Common Shares, with 3,556,839 shares being issued to Focus Impact Sponsor and 2,526,405 shares being issued to Focus Impact Partners, at a conversion price of $0.9026 per share, in full satisfaction of all amounts due under the convertible notes and the consulting agreement.
The offer and sale of the conversion shares to Focus Impact Partners and Focus Impact Sponsor is being made in reliance upon Rule 506(b) and Section 4(a)(2) under the Securities Act, or upon such other exemption or exclusion from the registration requirements of the Securities Act as may be available with respect to the transactions contemplated by the conversion agreement. The conversion agreement includes customary provisions, including representations, warranties, and covenants of the parties.
Nasdaq Continued Listing Requirements
On November 18, 2025, DevvStream received a notification letter from the Listing Qualifications Department of Nasdaq advising that DevvStream’s net income from continuing operations had fallen below the minimum requirement for continued listing on the Nasdaq Capital Market (the “Minimum Net Income Requirement”), and that DevvStream also did not meet the alternative requirements based on market value of listed securities or stockholders’ equity (collectively with the Minimum Net Income Requirement, the “Continued Listing Standards”). On February 23, 2026, DevvStream received a letter from the Nasdaq Listing Qualifications Department granting DevvStream an extension until May 18, 2026 to regain compliance with the Continued Listing Standards. There can be no assurance that DevvStream will be able to regain compliance within the extension period or that Nasdaq will grant any further extension.
On April 7, 2026, DevvStream received a written notification from Nasdaq indicating that because the bid price for the DevvStream’s common shares, no par value, for the previous 30 consecutive business days (February 23, 2026 to April 6, 2026) had closed below the $1.00 per share minimum, the DevvStream is no longer in compliance with Nasdaq Listing Rule 5550(a)(1). Accordingly, DevvStream requested a hearing before a Nasdaq panel to address the
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bid price deficiency. Such hearing occurred on May 19, 2026. Subsequently, on May 20, 2026, due to the expiration of the extension, DevvStream received formal notification that it has not regained compliance with the net income requirement and that, accordingly, the panel will consider the net income deficiency in their decision regarding DevvStream’s continued listing on Nasdaq, in addition to considering DevvStream’s lack of compliance with the minimum bid price rule.
Change in Functional Currency
Effective August 1, 2024, DevvStream reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions. As a result of this reassessment, DevvStream determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for DevvStream Holdings Inc. and its subsidiary, DevvStream Inc. (“DESG”). The functional currency for DevvESG Streaming Finco Ltd. (“Finco”), another subsidiary of ours, remained CAD$. This change aligns with the business’s future focus and the effective date of the Focus Impact Acquisition Corp.’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. Upon the change in functional currency on August 1, 2024, 121,995 of DevvStream’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities. Determining the functional currency involved significant judgments to assess the primary economic environment in which DevvStream operates, including factors such as the currency of underlying transactions, the location of key operations, and the currency of expected cash flows. Upon the completion of the De-SPAC Transaction on November 6, 2024, 62,772 of DevvStream’s stock options which had strike prices denominated in CAD$ were reclassified as stock option liabilities, as exemptions from classification from derivative liability classification under ASC 718-10-25-14 that were previously applicable upon change in functional currency no longer apply upon the commencement of trading of DevvStream’s common shares on the NASDAQ.
On March 13, 2026, DevvStream entered into the Conversion Agreement with Focus Impact, pursuant to which DevvStream agreed to convert certain outstanding debt obligations owed to Focus Impact into common shares of DevvStream.
Pursuant to the Conversion Agreement, and subject to certain limitations described below, DevvStream agreed to convert the following obligations into equity: (i) $4,490,736 Convertible Notes previously issued to Focus Impact and (ii) $1,000,000 in accrued consulting fees owed to FIP under the Consulting Agreement. The Converted Amount will be converted into 6,083,244 Conversion Shares of DevvStream, with 3,556,839 shares being issued to FIS and 2,526,405 shares being issued to FIP, at a conversion price of $0.9026 per share in full satisfaction of all amounts due under the Convertible Notes and the Consulting Agreement.
The offer and sale of the Conversion Shares to Focus Impact was made in reliance upon Rule 506(b) and Section 4(a)(2) under the Securities Act and the rules and regulations promulgated thereunder, or upon such other exemption or exclusion from the registration requirements of the Securities Act as may be available with respect to the transactions contemplated by the Conversion Agreement.
On April 27, 2026, DevvStream sold 250,025 Pre-Funded Warrants to Helena Partners Inc. for aggregate gross proceeds of $250,000. The pre-funded warrants and the warrant shares issuable upon exercise thereof were offered and sold in reliance upon exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Helena Partners Inc. represented to DevvStream that it is an “accredited investor” as defined in Rule 501(a) of Regulation D.
Cryptocurrency Treasury Strategy
On July 17, 2025, DevvStream entered into a securities purchase agreement with Helena for the issuance of up to fifty-nine tranches of convertible notes (“Crypto Strategy Convertible Debt”) for a total principal amount of $300,000,000, with closings of each tranche subject to fulfillment of conditions. Each tranche will have an issuance discount of 8%, and bear interest at a rate of 8% per annum, with a maturity date of 18 months from the date of funding. Interest shall be payable by DevvStream on the first day of each month. The securities purchase agreement will terminate automatically on July 17, 2027.
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The principal loan amount and any accrued interest under the Crypto Strategy Convertible Debt in issuance are convertible into common stock of DevvStream at the option of the holder at 95% of the lowest daily volume weighted average price of DevvStream’s shares during the 5 preceding trading days, subject to a floor price of $0.7722, and a cap price of $7.722. If DevvStream issues any debt or equity, the lenders have the option to cause DevvStream to direct 25% of aggregate proceeds of such issuances to repay the Crypto Strategy Convertible Debt. DevvStream has a right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.
During the period ending on the later of (i) 12 months after the closing date of the initial tranche of the Crypto Strategy Convertible Debt, and (ii) the termination of the securities purchase agreement for the Crypto Strategy Convertible Debt, if DevvStream offers new securities for sale, the lenders have first refusal to up to 25% of the new securities being offered.
The proceeds of the Crypto Strategy Convertible Debt are subject to restrictions of use, with 70% of the net proceeds of the initial tranche, and 75% of the net proceeds of the subsequent tranches are required to be used to purchase cryptocurrencies. The Crypto Strategy Convertible Debt is secured by up to $20,000,000 of proceeds from the Crypto Strategy Convertible Debt, held in a segregated account for trading in cryptocurrencies. The segregated account is subject to a crypto control account agreement, which requires lenders’ approval for actions taken in the segregated account.
On July 17, 2025, DevvStream closed the initial tranche of the Crypto Strategy Convertible Debt in the principal amount of $10,000,000, for gross proceeds of $9,200,000, with a maturity date of January 17, 2027. DevvStream also incurred $85,000 in transaction costs in connection with the issuance. $6,405,000 of net proceeds are intended for the purchase of cryptocurrencies. As of July 31, 2025, $6,405,000 are held as cash in a segregated account, and are thus presented as restricted cash in the consolidated balance sheet.
On August 1, 2025, DevvStream commenced deploying funds raised from its senior secured convertible notes facility with Helena Global Investment Opportunities I Ltd. (“Helena I”) for purchases of Bitcoin and Solana, supporting the operational launch of DevvStream’s digital treasury strategy. As of January 31, 2026, $1,279,900 was held as cash in the segregated account and is presented as restricted cash in the consolidated balance sheet.
On December 3, 2025, DevvStream entered into a side letter with Helena I amending the terms of DevvStream’s existing convertible note and equity line of credit arrangements. The amendments include, among other items, limitations on Helena I’s sales of conversion shares (subject to trading-volume conditions) and a requirement that the Company draw a minimum of $7,500,000 in aggregate proceeds under the equity line of credit prior to February 28, 2026.
On February 10, 2026, DevvStream entered into a further side letter with Helena I in connection with the Crypto Strategy Convertible Debt, pursuant to which Helena I committed to convert at least $9,000,000 of the aggregate outstanding principal and/or accrued interest into common shares of DevvStream on or before May 10, 2026, subject to DevvStream’s continued compliance with its covenants and obligations under the related transaction documents. As consideration for entering into the side letter, DevvStream agreed to issue Helena I a convertible promissory note in the principal amount of $250,000 in the same form as the Crypto Strategy Convertible Debt.
As of the date of this joint proxy statement/prospectus, DevvStream does not currently expect to issue additional tranches of Helena Convertible Notes or to make additional Digital Asset purchases under its digital asset treasury strategy.
Helena Notice of Exclusive Control, Asserted Default and Settlement
On May 28, 2026, DevvStream received a Notice of Exclusive Control from Helena I, the holder of DevvStream’s senior secured convertible promissory note dated July 18, 2025, in the original principal amount of $10,000,000. The Notice was delivered to BitGo Trust Company, Inc., the custodian of certain digital asset collateral, pursuant to Section 3 of the Account Control Agreement dated July 18, 2025 among DevvStream, Helena I, BitGo Prime LLC and BitGo. In the Notice and accompanying correspondence, Helena I asserted that an Event of Default had occurred and was continuing under the note and related transaction documents based on DevvStream’s alleged failure to cause the registration statement on Form S-1 covering the resale of shares issuable upon conversion of the note to be declared effective by the Securities and Exchange Commission by the applicable deadline. Helena I claimed that
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an asserted mandatory default amount of approximately $4.5 million was payable, consisting of remaining principal, asserted default interest, asserted registration rights liquidated damages, and asserted interest on unpaid liquidated damages.
Pursuant to the Notice, Helena I instructed BitGo to exercise certain control rights over the custodial account, including, but not limited to, removing DevvStream as an approver and liquidating Bitcoin and Solana collateral. Based on market values referenced in the Notice, the approximate value of the digital assets held in the custodial account, consisting of approximately 22.23 Bitcoin, approximately 12,610 Solana held custodially, and approximately $79,990 in U.S. dollars, was approximately $2.8 million.
DevvStream disputed certain components of the asserted mandatory default amount, including, but not limited to, the calculation of the registration rights liquidated damages and the application of the 130% mandatory default premium.
On June 8, 2026, DevvStream and Helena I entered into a Settlement Agreement and Mutual Release (the “Helena Settlement Agreement”) resolving all disputes between the parties relating to the note, including the asserted default, the total amount outstanding, the treatment of the digital asset collateral, and DevvStream’s obligation to honor certain conversion notices. The principal terms of the Helena Settlement Agreement are as follows:
• Conversion Share Delivery. DevvStream honored Helena I’s outstanding conversion notices dated June 1, 2026 and June 4, 2026 in the aggregate amount of $295,000 in principal and delivered the corresponding common shares on June 8, 2026.
• Collateral Credit. The parties agreed to credit the value of the digital asset collateral held in the BitGo custodial account at $2,600,000, which amount was applied against the outstanding obligations under the note. Helena I retains possession and control of the collateral and may liquidate or otherwise dispose of it in its discretion, with no obligation to do so on any particular timeline or at any particular price and with any proceeds for its sole benefit.
• Remaining Debt. After giving effect to the conversion share delivery and the application of the agreed collateral value, the parties agreed that the remaining amount owing under the note is $1,000,000, which remains convertible by Helena I at the Event of Default Discount Price in accordance with the terms of the note until repaid or converted in full.
• Leak-out. Helena I agreed that its sales of shares received upon conversion of the note will not exceed 10% of the average daily trading volume of DevvStream’s Common Shares over the ten trading days immediately preceding each sale, subject to earlier termination upon repayment in full or an uncured default.
• Mutual Release; Merger Consent. The parties exchanged mutual releases of all claims arising out of or relating to the transaction documents and the disputes, subject to carve-outs for obligations arising under the Helena Settlement Agreement and DevvStream’s continuing obligations with respect to the remaining debt. Helena I irrevocably consented to the Business Combination and the Domestication and permanently waived any right to terminate, accelerate or unwind such consent under Section 13 of the Consent and Waiver Agreement dated April 10, 2026, with such consent and waiver surviving any subsequent default by DevvStream under the Helena Settlement Agreement.
If DevvStream were to default under the Helena Settlement Agreement (for example, by failing to honor a future conversion notice within the time periods prescribed in the note), Helena I’s release would terminate and the obligations under the note could be reinstated to a balance calculated using the agreed adjustments in the Helena Settlement Agreement as the baseline, convertible at the default conversion price under the note; the merger consent and Section 13 waiver would nonetheless survive. DevvStream disclosed the execution and material terms of the Helena Settlement Agreement in a Current Report on Form 8-K filed on June 8, 2026.
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Three-Party Business Combination Agreement
On December 3, 2025, DevvStream entered into a two-party Agreement and Plan of Merger with Southern Energy and a wholly-owned merger subsidiary (the “Prior Agreement”). On April 13, 2026, DevvStream entered into the BCA with XCF Global, Southern Energy and certain merger subsidiaries of XCF Global, and the Prior Agreement subsequently terminated automatically in accordance with its terms upon receipt of the fairness opinions contemplated by the BCA. Under the BCA, DevvStream will domesticate as a Delaware corporation and merge with a wholly-owned subsidiary of XCF Global, with DevvStream surviving as a wholly-owned subsidiary of XCF Global, and Southern will concurrently merge with another wholly-owned subsidiary of XCF Global. Following the consummation of the transactions contemplated by the BCA, persons who were securityholders of XCF Global, Southern and DevvStream immediately prior to the closing are expected to own approximately 66.7%, 23.3% and 10.0% of XCF Global, respectively. The BCA, the related Domestication and the proposals presented to DevvStream’s shareholders in connection with the BCA are described in greater detail elsewhere in this joint proxy statement/prospectus.
EEME Series A Preferred Stock Investment
On June 3, 2026, DevvStream entered into a binding term sheet with EEME Energy SPV I, LLC for a private placement of DevvStream’s Series A Non-Redeemable Convertible Preferred Stock in an aggregate investment amount of $6,000,000. The Series A Preferred Stock is intended to qualify as permanent equity under U.S. GAAP and is perpetual, with no mandatory redemption, maturity date, sinking fund, or repurchase obligation. Of the net proceeds, $5,000,000 will be used to fund DevvStream’s investment in equity and/or debt securities of Southern Energy Renewables, Inc., including capitalization of Southern or its subsidiaries and funding of project development expenditures, and the remaining $1,000,000 will be used for general working capital purposes. As of the date of the term sheet, EEME had funded an aggregate of $1.5 million to DevvStream, which amount has been applied toward the aggregate purchase price. The Series A Preferred Stock is convertible at the holder’s option at any time into common stock at a conversion price based on the earlier of (a) the five-day volume-weighted average price of XCF Global, Inc. common stock during the five trading days immediately following the closing of the transactions contemplated by the BCA, or (b) the five-day volume-weighted average price of DevvStream’s Common Shares during the five trading days immediately following the termination of the BCA. The closing of the transaction is subject to the negotiation and execution of definitive agreements and satisfaction of customary closing conditions.
Strategic Investment Platform with Fayafi
On January 15, 2026, DevvStream executed a binding term sheet with Fayafi to establish a jointly governed special purpose vehicle (the “Fayafi SPV”), expected to be formed within 90 days of execution. The Fayafi SPV is intended to scale to approximately $100 million in capital commitments by the end of 2027 and is expected to focus on investments in decarbonization and environmental infrastructure. Under the contemplated structure, profits are expected to be distributed 80% to Fayafi and 20% to DevvStream. DevvStream also expects to receive a one-time setup fee and ongoing consulting fees once capital deployment begins.
On August 1, 2025, DevvStream started deploying funds raised from its senior secured convertible notes facility with Helena for purchases of Bitcoin and Solana, as part of the operational launch of DevvStream’s digital treasury strategy, supporting DevvStream’s long-term objectives in and the industry’s move towards sustainability-linked tokenization.
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Financial Overview
Results of Operations — Three Months Ended January 31, 2026 Comparison Against the Three Months Ended January 31, 2025
|
For the |
For the |
|||||
|
Revenue |
7,043 |
|
— |
|
||
|
Cost of sales |
(6,773 |
) |
— |
|
||
|
Gross profit |
270 |
|
— |
|
||
|
Sales and marketing |
147,423 |
|
404,797 |
|
||
|
Depreciation |
— |
|
361 |
|
||
|
General and administrative |
196,876 |
|
334,070 |
|
||
|
Professional fees |
2,107,203 |
|
4,596,025 |
|
||
|
Salaries and wages |
155,511 |
|
262,885 |
|
||
|
Share-based compensation |
26,842 |
|
(91,799 |
) |
||
|
Total operating expenses |
(2,633,855 |
) |
(5,506,339 |
) |
||
|
Staking income |
25,911 |
|
— |
|
||
|
Accretion and interest expense |
(524,667 |
) |
(188,241 |
) |
||
|
Loss on investment in associate |
(10,610 |
) |
(106,850 |
) |
||
|
Change in fair value of derivative liabilities |
— |
|
2,067,350 |
|
||
|
Change in the fair value of warrant liabilities |
1,474,301 |
|
497,355 |
|
||
|
Loss on revaluation of cryptocurrencies |
(1,689,591 |
) |
— |
|
||
|
Gain on share settlement |
— |
|
907,392 |
|
||
|
Stop-loss provision |
(19,810 |
) |
(1,024,713 |
) |
||
|
Impairment of carbon credits |
(12,968 |
) |
(1,207,800 |
) |
||
|
Foreign exchange gain (loss) |
(23,544 |
) |
4,220 |
|
||
|
Net loss |
(3,414,563 |
) |
(4,557,626 |
) |
||
During the three months ended January 31, 2026, we incurred a net loss of $3,414,563 compared to net loss of $4,557,626 for the three months ended January 31, 2025. An analysis of the decrease in net loss of $1,143,063, including the major components our results for the periods, is below.
Share-based compensation
During the three months ended January 31, 2026, we incurred share-based compensation of $26,842 compared to share-based compensation of $(91,799) for the three months ended January 31, 2025. Share-based payments relating to the vesting of Options increased by $52,139. Share-based payments relating to the vesting of RSUs decreased by $81,493.
During the three months ended January 31, 2026, we recognized an unrealized gain of $29,464 on stock options compared to the unrealized gain of $177,459 during the three months ended January 31, 2025. This decrease of $147,995 is due to period end fair value remeasurements, which are reflected in compensation expense. Please refer to Note 13 of the interim financial statements.
Professional fees
During the three months ended January 31, 2026, we incurred $2,107,203 in professional fees, as compared to $4,596,025 during the three months ended January 31, 2025. The reduction in professional fees reflects the fact that no Business Combination-related legal services were incurred in the current period, whereas such services were required in the comparative period.
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Salaries and wages
During the three months ended January 31, 2026 and 2025, we incurred salaries and wages of $155,511 and $262,885, respectively, the majority of which were to officers of the Company.
Sales and marketing
Sales and marketing expenses for the three months ended January 31, 2026 and 2025 amounted to $147,423 and $404,797, respectively. The decrease is mainly attributable to expenditures in the comparative period associated with publications, industry events, and investor relations efforts undertaken following our successful closing of the Business Combination. The Company did not incur similar costs in the current period.
General and administrative
General and administrative expenses for the three months ended January 31, 2026 and 2025 amounted to $196,876 and $334,070, respectively, and primarily comprised of insurance costs and filing fees. The decrease reflects higher filing fees as a result of listing on the NASDAQ in the comparative period.
Loss on investment in associate
On November 6, 2024, the Company received 2,000,000 shares in Freedom Carbon Solutions LLC (formerly Monroe Sequestration Partners, LLC) (“FCS”), in connection with an agreement to acquire a stake in FCS in exchange for 200,000 shares of the Company that was entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of FCS received by the Company represented 50% of FCS’s shares outstanding. During the three months ended January 31, 2026, the Company’s share of FCS’s loss was $10,610.
Foreign exchange gain (loss)
During the three months ended January 31, 2026 we recognized a foreign exchange loss of $23,544. During the three months ended January 31, 2025, we recognized a foreign exchange gain of $4,220. The foreign exchange gain and loss result from fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.
Loss on revaluation of cryptocurrencies
During the three months ended January 31, 2026, the Company recorded an unrealized loss of $1,689,591 on the remeasurement of its cryptocurrency holdings. This variance was driven by declines in the market prices of Bitcoin and Solana relative to their acquisition costs, resulting in losses of $687,656 and $1,001,935, respectively. Please refer to Note 6 of the interim financial statements.
Staking income
During the three months ended January 31, 2026, we recognized staking income of $25,911 from our Solana holdings. The income reflects rewards earned for delegating Solana tokens to validators on the Solana network. Staking rewards are measured at fair value using the market price on the date earned and are recorded as other income. No staking income was recognized in the comparative period as the Company had not yet initiated its staking program.
Change in fair value of derivative liabilities and mandatory convertible debenture
During the three months ended January 31, 2026, we recognized no gain or loss on derivative liabilities related to the convertible debt financing completed in March 2025 and recorded no gain or loss on mandatory convertible debentures. In comparison, during the three months ended January 31, 2025, we recognized a gain on derivative liabilities of $2,067,350 and a gain on mandatory convertible debentures of $497,355 related to the January 2024 and April 2024 convertible financings. Please refer to Note 10 of the interim financial statements.
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Change in fair value of warrant liabilities
Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions. As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for DevvStream Holdings Inc. and DESG. Finco’s functional currency remained CAD$. This change aligns with the business’s future focus and the effective date of the Focus Impact Acquisition Corp.’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. The Company’s presentation currency is and continues to be the United States dollar.
Upon the change in functional currency on August 1, 2024, 121,995 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities with an initial value of $454,571.
On November 6, 2024, 22,699,987 warrants were issued by the Company in connection with the De-SPAC transaction. The warrants were assessed to be derivative liabilities of the Company due to certain settlement provisions of the warrants that do not meet the criteria for equity classification under Topic 815. The warrants are each exercisable at $1.52 for 0.09692 common stock, expiring on November 6, 2029. The fair value of the warrants was $7,196,286 upon issuance.
During the three months January 31, 2026, we recognized a gain of $1,474,301 due to period end fair value remeasurement. Please refer to Note 11 of the financial statements.
Gain on share settlement
In December 2024, the Company issued 41,247 shares with a fair value of $317,608 for the settlement of accounts payable in the amount of $1,225,000 and recognized a gain on the settlement of $907,392. There was no such settlement in the current period.
Stop-loss provision
On November 6, 2024, concurrent with the completion of the business combination, the Company issued 324,987 common shares in consideration for carbon credit purchase agreements.
All of the agreements contain adjustment clauses whereby if the Company’s share price falls below the respective purchase prices outlined in the agreements, in the 12 to 18 months following November 6, 2024, the Company is obligated to issue additional shares to cover the shortfall. The Company has assessed that the potential liability associated with the stop-loss provision for carbon credits received as of January 31, 2026 is $1,114,575.
Impairment of carbon credits
During the three months ended January 31, 2026, the Company recognized an impairment loss of $12,968 on certain carbon credits, compared to the impairment of $1,207,800 recognized in the comparative period. The impairment was recorded after the Company identified indicators that the net realizable value (“NRV”) of certain carbon credits had declined below their carrying values due to changes in market pricing.
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Results of Operations — Six Months Ended January 31, 2026 Comparison Against the Six Months Ended January 31, 2025
|
For the |
For the |
|||||
|
Revenue |
8,143 |
|
— |
|
||
|
Cost of sales |
(8,657 |
) |
— |
|
||
|
Gross profit |
(514 |
) |
— |
|
||
|
Sales and marketing |
196,461 |
|
676,692 |
|
||
|
Depreciation |
— |
|
722 |
|
||
|
General and administrative |
775,443 |
|
391,405 |
|
||
|
Professional fees |
3,270,853 |
|
6,005,398 |
|
||
|
Salaries and wages |
162,588 |
|
543,907 |
|
||
|
Share-based compensation |
15,215 |
|
115,437 |
|
||
|
Total operating expenses |
(4,420,560 |
) |
(7,733,561 |
) |
||
|
Staking income |
40,245 |
|
— |
|
||
|
Accretion and interest expense |
(1,025,882 |
) |
(245,546 |
) |
||
|
Loss on investment in associate |
(100,177 |
) |
(106,850 |
) |
||
|
Change in fair value of derivative liabilities |
(1,500 |
) |
719,000 |
|
||
|
Change in the fair value of warrant liabilities |
3,757,599 |
|
9,223 |
|
||
|
Change in fair value of mandatory convertible debentures |
— |
|
70,500 |
|
||
|
Loss on revaluation of cryptocurrencies |
(2,113,072 |
) |
— |
|
||
|
Gain on settlement of accounts payable |
— |
|
899,015 |
|
||
|
Gain on share settlement |
17,007 |
|
— |
|
||
|
Stop-loss provision |
(49,340 |
) |
(1,024,713 |
) |
||
|
Impairment of carbon credits |
(12,968 |
) |
(1,207,800 |
) |
||
|
Foreign exchange gain (loss) |
(26,947 |
) |
6,672 |
|
||
|
Net loss |
(3,936,109 |
) |
(8,614,060 |
) |
||
During the six months ended January 31, 2026, we incurred a net loss of $3,936,109 compared to net loss of $8,614,060 for the six months ended January 31, 2025. An analysis of the decrease in net loss of $4,677,951, including the major components thereof, is set forth below.
Loss on investment in associate
On November 6, 2024, the Company received 2,000,000 shares in Monroe Sequestration Partners, LLC (“MSP”), in connection with an agreement to acquire a stake in MSP in exchange for 200,000 shares of the Company that was entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of MSP received by the Company represented 50% of MSP’s shares outstanding. During the six months ended January 31, 2026, the Company’s share of MSP’s loss was $100,177.
Share-based compensation
During the six months ended January 31, 2026, we incurred share-based compensation of $15,215 compared to share-based compensation of $115,437 for the six months ended January 31, 2025. Share-based payments relating to the vesting of options decreased by $10,317 during the six months ended January 31, 2026 compared to the six months ended January 31, 2025. Share-based payments relating to the vesting of RSU’s decreased by $165,941.
During the six months ended January 31, 2026, we recognized an unrealized gain of $101,423 on stock options compared to the unrealized gain of $177,459 during the six months ended January 31, 2025. This decrease of $76,036 is due to period end fair value remeasurements, which are reflected in compensation expense. Please refer to Note 13 of the interim financial statements.
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Professional fees
During the six months ended January 31, 2026, we incurred $3,270,853 in professional fees, as compared to $6,005,398 during the six months ended January 31, 2025. The reduction in professional fees reflects the fact that no Business Combination-related legal services were incurred in the current period, whereas such services were required in the comparative period.
Salaries and wages
During the six months ended January 31, 2026 and 2025, we incurred salaries and wages of $162,588 and $543,907 respectively, the majority of which were to officers of the Company.
Sales and marketing
Sales and marketing expenses for the six months ended January 31, 2026 and 2025 amounted to $196,461 and $676,692, respectively. These costs primarily related to publications and industry events and investor relations subsequent to our successful closing of the Business Combination.
General and administrative
General and administrative expenses for the six months ended January 31, 2026 and 2025 amounted to $775,443 and $391,405, respectively, and primarily comprised of insurance costs and filing fees. The increase reflects elevated insurance expenses as well as the recognition of filing and printing fees incurred in relation to the Company’s various U.S. filings during the period.
Foreign exchange gain (loss)
During the six months ended January 31, 2026 and 2025, we recognized a foreign exchange loss of $26,947 and a gain of $6,672, respectively. The foreign exchange gain is the result of fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.
Loss on revaluation of cryptocurrencies
During the six months ended January 31, 2026, the Company recorded an unrealized loss of $2,113,072 on the remeasurement of its cryptocurrency holdings. This variance was driven by declines in the market prices of Bitcoin and Solana relative to their acquisition costs, resulting in losses of $814,828 and $1,298,244, respectively. Please refer to Note 6 of the interim financial statements.
Staking income
During the six months ended January 31, 2026, we recognized staking income of $40,245 from our Solana holdings. The income reflects rewards earned for delegating Solana tokens to validators on the Solana network. Staking rewards are measured at fair value using the market price on the date earned and are recorded as other income. No staking income was recognized in the comparative period as the Company had not yet initiated its staking program.
Change in fair value of derivative liabilities and mandatory convertible debenture
During the six months ended January 31, 2026, we recognized a loss on derivative liabilities of $1,500 related to the convertible debt financing completed in March 2025 and recorded no gain or loss on mandatory convertible debentures. In comparison, during the six months ended January 31, 2025, we recognized a gain on derivative liabilities of $719,000 and a loss on mandatory convertible debentures of $70,500 related to the January 2024 and April 2024 convertible financings. Please refer to Note 10 of the interim financial statements.
Gain on settlement of debt
On September 18, 2025, the Company paid $31,613 in settlement of an accounts payable in the amount of $48,620 and recognized a gain on the settlement of $17,007.
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Table of Contents
Change in fair value of warrant liabilities
Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions. As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for DevvStream Holdings Inc. and DESG. Finco’s functional currency remained CAD$. This change aligns with the business’s future focus and the effective date of the Focus Impact Acquisition Corp.’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. The Company’s presentation currency is and continues to be the United States dollar.
Upon the change in functional currency on August 1, 2024, 121,995 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities with an initial value of $454,571.
On November 6, 2024, 22,699,987 warrants were issued by the Company in connection with the De-SPAC transaction. The warrants were assessed to be derivative liabilities of the Company due to certain settlement provisions of the warrants do not meet the criteria for equity classification under Topic 815. The warrants are each exercisable at $1.52 for 0.9692 common stock, expiring on November 6, 2029. The fair value of the warrants was $7,196,286 upon issuance.
As a result of above, during the six months ended January 31, 2026, we recognized a gain of $3,757,599 due to period end fair value remeasurement. Please refer to Note 11 of the interim financial statements.
Stop-loss provision
On November 6, 2024, concurrent with the completion of the business combination, the Company issued 324,987 common shares in consideration for carbon credit purchase agreements.
All of the agreements contain adjustment clauses whereby if the Company’s share price falls below the respective purchase prices outlined in the agreements, in the 12 to 18 months following November 6, 2024, the Company is obligated to issue additional shares to cover the shortfall. The Company has assessed that the potential liability associated with the stop-loss provision for carbon credits received as of January 31, 2026 is $1,114,575.
Impairment of carbon credits
During the six months ended January 31, 2026, the Company recognized an impairment loss of $12,968 on certain carbon credits, compared to the impairment of $1,207,800 recognized in the comparative period. The impairment was recorded after the Company identified indicators that the net realizable value (“NRV”) of certain carbon credits had declined below their carrying values due to changes in market pricing.
Results of Operations — for the three months ended July 31, 2025 and the three months ended July 31, 2024
|
For the |
For the |
|||||
|
Revenue |
15,630 |
|
— |
|
||
|
Cost of sales |
(7,499 |
) |
— |
|
||
|
Gross profit |
8,131 |
|
— |
|
||
|
Sales and marketing |
167,885 |
|
115,698 |
|
||
|
Depreciation |
— |
|
397 |
|
||
|
General and administrative |
337,096 |
|
67,936 |
|
||
|
Professional fees |
1,600,346 |
|
1,392,452 |
|
||
|
Salaries and wages |
384,437 |
|
228,397 |
|
||
|
Share-based compensation |
196,205 |
|
241,577 |
|
||
|
Total operating expenses |
(2,685,969 |
) |
(2,046,457 |
) |
||
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Table of Contents
|
For the |
For the |
|||||
|
Accretion and interest expense |
(281,484 |
) |
(46,174 |
) |
||
|
Loss on investment in associate |
(106,357 |
) |
— |
|
||
|
Change in fair value of derivative liabilities |
— |
|
(795,000 |
) |
||
|
Change in fair value of mandatory convertible debentures |
— |
|
(27,500 |
) |
||
|
Change in the fair value of warrant liabilities |
(3,922,616 |
) |
— |
|
||
|
Foreign exchange loss |
(7,236 |
) |
(55,878 |
) |
||
|
Impairment of carbon credits |
(16,278 |
) |
— |
|
||
|
Stop-loss provision |
36,013 |
|
— |
|
||
|
Net loss before income tax |
(6,975,796 |
) |
(2,971,009 |
) |
||
|
Current income tax expense |
— |
|
(72,546 |
) |
||
|
Net loss |
(6,975,796 |
) |
(3,043,555 |
) |
||
During the three months ended July 31, 2025, we incurred a net loss of $6,975,796 compared to net loss of $3,043,555 for the three months ended July 31, 2024. An analysis of the increase in net loss of $3,932,241, including the major components thereof, is set forth below.
Share-based compensation
During the three months ended July 31, 2025, we incurred share-based compensation of $196,205 compared to share-based compensation of $241,577 for the three months ended July 31, 2024. Share-based payments relating to the vesting of RSUs decreased by $42,275. Share-based payments relating to the vesting of Options decreased by $3,097.
Due to the listing of DevvStream on the NASDAQ on November 7, 2024 and commencement of trading of shares in the United States dollars, exemptions available under ASC 718-10-25-14 to classify stock options with strike prices in foreign currencies as equity were no longer met and all stock options outstanding were reassessed to be derivative liabilities. The fair value of the stock options upon the change in classification on November 6, 2024 was $330,090. Changes in fair value due to period end fair value remeasurements are reflected in compensation expense. Please refer to Note 12 of the financial statements.
Professional fees
During the three months ended July 31, 2025, we incurred $1,600,346 in professional fees, as compared to $1,392,452 during the three months ended July 31, 2024. The legal fees for the current period relates to various financings undertaken, and ongoing costs as an SEC-reporting public company, whereas the previous period mainly related to the Business Combination.
Salaries and wages
During the three months ended July 31, 2025 and 2024, we incurred salaries and wages of $384,437 and $228,397, respectively, the majority of which were to officers of DevvStream.
Sales and marketing
Sales and marketing expenses for the three months ended July 31, 2025 and 2024 amounted to $167,885 and $115,698, respectively. These costs primarily related to publications, industry events and investor relations subsequent to our successful closing of the Business Combination.
General and administrative
General and administrative expenses for the three months ended July 31, 2025 and 2024 amounted to $337,096 and $67,936, respectively, and primarily comprised of insurance costs, filing fees and rent. The increase is primarily due to an increase in filing fees as a result of listing on the NASDAQ.
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Table of Contents
Loss on investment in associate
On November 6, 2024, DevvStream received 2,000,000 shares in Freedom Carbon Solutions LLC (formerly Monroe Sequestration Partners, LLC) (“FCS”), in connection with an agreement to acquire a stake in FCS in exchange for 200,000 shares of DevvStream that was entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of FCS received by DevvStream represented 50% of FCS’s shares outstanding. During the 3 months ended July 31, 2025, DevvStream’s share of FCS’s loss was $106,357.
Change in fair value of warrant liabilities
Upon the change in functional currency on August 1, 2024, 121,995 of DevvStream’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities with an initial value of $454,571.
On November 6, 2024, 22,699,987 warrants were issued by DevvStream in connection with the De-SPAC transaction. The warrants were assessed to be derivative liabilities of DevvStream due to certain settlement provisions of the warrants that do not meet the criteria for equity classification under Topic 815. The warrants are each exercisable at $1.52 for 0.09692 common stock, expiring on November 6, 2029. The fair value of the warrants was $7,196,286 upon issuance.
During the three months ended July 31, 2025, we recognized a loss of $3,922,616 due to period end fair value remeasurement. Please refer to Note 11 of the financial statements.
Foreign exchange loss
During the three months ended July 31, 2025, we recognized a foreign exchange loss of $7,236. During the three months ended July 31, 2024, we recognized a foreign exchange loss of $55,878. The foreign exchange loss result from fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.
Stop-loss provision
On November 6, 2024, concurrent with the completion of the business combination, DevvStream issued 324,987 common shares in consideration for carbon credit purchase agreements.
All of the agreements contain adjustment clauses whereby if DevvStream’s share price falls below the respective purchase prices outlined in the agreements, in the 12 to 18 months following November 6, 2024, DevvStream is obligated to issue additional shares to cover the shortfall. DevvStream has assessed that the potential liability associated with the stop-loss provision for carbon credits received as of July 31, 2025 is $1,065,235.
Results of Operations — for the year ended July 31, 2025 and the year ended July 31, 2024
|
For the |
For the |
|||||
|
Revenue |
25,794 |
|
— |
|
||
|
Cost of sales |
(10,187 |
) |
— |
|
||
|
Gross profit |
15,607 |
|
— |
|
||
|
Sales and marketing |
1,000,073 |
|
481,104 |
|
||
|
Depreciation |
953 |
|
1,771 |
|
||
|
General and administrative |
964,473 |
|
461,167 |
|
||
|
Professional fees |
8,447,280 |
|
5,656,352 |
|
||
|
Salaries and wages |
1,207,453 |
|
845,797 |
|
||
|
Share-based compensation |
386,341 |
|
1,290,327 |
|
||
|
Total operating expenses |
(12,006,573 |
) |
(8,736,518 |
) |
||
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Table of Contents
|
For the |
For the |
|||||
|
Accretion and interest expense |
(660,202 |
) |
(81,850 |
) |
||
|
Loss on investment in associate |
(512,011 |
) |
— |
|
||
|
Change in fair value of derivative liabilities |
719,000 |
|
(845,700 |
) |
||
|
Change in fair value of mandatory convertible debentures |
70,500 |
|
(27,500 |
) |
||
|
Change in the fair value of warrant liabilities |
1,728,392 |
|
— |
|
||
|
Foreign exchange loss |
(31,664 |
) |
(107,634 |
) |
||
|
Gain on settlement of debt |
899,015 |
|
— |
|
||
|
Impairment of carbon credits |
(1,224,060 |
) |
— |
|
||
|
Stop-loss provision |
(1,065,235 |
) |
— |
|
||
|
Net loss before income taxes |
(12,067,231 |
) |
(9,799,202 |
) |
||
|
Current income tax expense |
— |
|
(72,546 |
) |
||
|
Net loss |
(12,067,231 |
) |
(9,871,748 |
) |
||
During the year ended July 31, 2025, we incurred a net loss of $12,067,231 compared to net loss of $9,871,748 for the year ended July 31, 2024. An analysis of the increase in net loss of $2,195,483, including the major components thereof, is set forth below.
Loss on investment in associate
On November 6, 2024, DevvStream received 2,000,000 shares in FCS, in connection with an agreement to acquire a stake in FCS in exchange for 200,000 shares of DevvStream that was entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of FCS received by DevvStream represented 50% of FCS’s shares outstanding. During the year ended July 31, 2025, DevvStream’s share of FCS’s loss was $512,011.
Share-based compensation
During the year ended July 31, 2025, we incurred share-based compensation of $386,341 compared to share-based compensation of $1,290,327 for the year ended July 31, 2024. Share-based payments relating to the vesting of options decreased by $816,724 during the year ended July 31, 2025 compared to the year ended July 31, 2024. Share-based payments relating to the vesting of RSU’s decreased by $87,262.
Due to the listing of DevvStream on the NASDAQ on November 7, 2024 and commencement of trading of shares in the United States dollars, exemptions available under ASC 718-10-25-14 to classify stock options with strike prices in foreign currencies as equity were no longer met and all stock options outstanding were reassessed to be derivative liabilities. The fair value of the stock options upon the change in classification on November 6, 2024 was $330,090. Changes in fair value due to period end fair value remeasurements are reflected in compensation expense. Please refer to Note 12 of the financial statements.
Professional fees
During the year ended July 31, 2025, we incurred $8,447,280 in professional fees, the majority of which relate to legal, audit and accounting fees and public company costs. During the year ended July 31, 2024, we incurred $5,656,352 in professional fees, the majority of which relate to legal fees incurred relating to the Business Combination.
Salaries and wages
During the year ended July 31, 2025 and 2024, we incurred salaries and wages of $1,207,453 and $845,797 respectively, the majority of which were to officers of DevvStream.
Sales and marketing
Sales and marketing expenses for the year ended July 31, 2025 and 2024 amounted to $1,000,073 and $481,104, respectively. These costs primarily related to publications and industry events and investor relations subsequent to our successful closing of the Business Combination.
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Table of Contents
General and administrative
General and administrative expenses for the year ended July 31, 2025 and 2024 amounted to $964,473 and $461,167, respectively, and primarily comprised of insurance costs, filing fees. The increase is a result of increased filing fees relating to the Business Combination, offset by a decrease in rent costs as DevvStream no longer leases office space in FY 2025.
Foreign exchange gain(loss)
During the year ended July 31, 2025 and 2024, we recognized a foreign exchange loss of $31,664 and a loss of $107,634, respectively. The foreign exchange loss is the result of fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.
Change in fair value of derivative liabilities and mandatory convertible debenture
During the year ended July 31, 2025, we recognized a gain on derivative liabilities of $719,000 and a gain on mandatory convertible debentures of $70,500, respectively, related to the convertible debt financings completed in January 2024 and April 2024. During the year ended July 31, 2024, we recognized a loss on derivative liabilities of $845,700 and a loss on mandatory convertible debentures measured at fair value through profit and loss of $27,500 related to the convertible debt financings completed during fiscal 2024. Please refer to Note 9 of the financial statements.
Loss on settlement of debt
On September 5, 2024, DevvStream issued 1,596 shares with a fair value of $47,904 in settlement of accounts payable in the amount of $39,527 and recognized a loss on the settlement of $8,377.
In December 2024, DevvStream issued 41,247 shares with a fair value of $317,608 for the settlement of accounts payable in the amount of $1,225,000 and recognized a gain on the settlement of $907,392.
Change in fair value of warrant liabilities
Upon the change in functional currency on August 1, 2024, 121,995 of DevvStream’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities with an initial value of $454,571.
On November 6, 2024, 22,699,987 warrants were issued by DevvStream in connection with the De-SPAC transaction. The warrants were assessed to be derivative liabilities of DevvStream due to certain settlement provisions of the warrants do not meet the criteria for equity classification under Topic 815. The warrants are each exercisable at $1.52 for 0.09692 common stock, expiring on November 6, 2029. The fair value of the warrants was $7,196,286 upon issuance.
As a result of above, during the year ended July 31, 2025, we recognized a gain of $1,728,392 due to period end fair value remeasurement. Please refer to Note 11 of the financial statements.
Impairment of carbon credits and stop-loss provision
On November 6, 2024, concurrent with the completion of the business combination, DevvStream issued 324,987 common shares in consideration for carbon credit purchase agreements.
All of the agreements contain adjustment clauses whereby if DevvStream’s share price falls below the respective purchase prices outlined in the agreements, in the 12 to 18 months following November 6, 2024, the it is obligated to issue additional shares to cover the shortfall. DevvStream has assessed that the potential liability associated with the stop-loss provision for carbon credits received as of July 31, 2025 is $1,065,235.
DevvStream is currently in dispute with one of the vendors for which 108,000 shares with a fair value of $658,800 was issued. At the date of these financial statements, the vendor has not delivered the carbon credits which are due under the contract and DevvStream has issued a demand letter to the vendor. Management has assessed that it is improbable that these carbon credits will be received and has recorded an impairment charge of $658,800 during the year ended July 31, 2025.
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Table of Contents
One of the carbon credit purchase agreements provides for the vendor to return the consideration shares received for cancellation in return for the carbon credits if a registration statement does not become effective within 45 days of the closing of the purchase agreement. As this deadline was not met, the vendor has triggered this clause under the agreement and returned 90,000 shares with a fair value of $549,000 issued under the contract in exchange for the carbon credits that were transferred to DevvStream. During the year ended July 31, 2025, as a result of the probability of the carbon credits being returned to the vendor, DevvStream recorded an impairment charge of $548,982.
As of July 31, 2025, DevvStream assessed its carbon credits on hand and determined that certain carbon credits have a lower net realizable value than cost, and accordingly recognized $16,278 in impairment.
Liquidity and Capital Resources
We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to take into account changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of January 31, 2026, we had a working capital deficit of $24,381,835 (current assets of $2,041,813, less current liabilities of $26,423,648), as of July 31, 2025, we had a working capital deficit of $14,412,728 (current assets of $4,337,627, less current liabilities of $18,750,355) and as of July 31, 2024, we had a working capital deficit of $8,362,363 (current assets of $141,905, less current liabilities of $8,504,268).
Our continuing operations are dependent upon our ability to obtain debt or equity financing, of which there are no assurances, until such time that we achieve profitable operations. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.
On October 29, 2024, we entered into a equity line of credit purchase agreement (the “ELOC Agreement”) with Helena. Pursuant to the ELOC Agreement, DevvStream has the right to issue and to sell to Helena from time to time, as provided in the ELOC Agreement, up to $40,000,000 of DevvStream’s Common Shares, subject to the conditions set forth therein. Specifically, pursuant to the ELOC Agreement, DevvStream may require that Helena purchase Common Shares from DevvStream by delivering one or more advance notices to Helena setting forth, in each advance notice, the amount of the advance it is requesting, which amount may not exceed an amount equal to lesser of (i) one hundred percent (100%) of the average of the daily value traded of the Common Shares over the ten (10) trading days immediately preceding such advance notice, and (ii) eight million United States Dollars ($8,000,000). On March 18, 2025, DevvStream and Helena entered into a first amendment to ELOC Agreement, which provides DevvStream with greater flexibility by allowing Helena to permit Secondary Advances, as defined in the amendment, as well as to update references to “Common Stock” in the ELOC Agreement to “Common Shares”. However, in no event may the number of Common Shares issuable to Helena pursuant to an advance cause the aggregate number of shares beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act) by Helena and its affiliates as a result of previous issuances and sales of Common Shares to Helena under the ELOC Agreement to exceed 9.99% of the then outstanding Common Shares. Additionally, DevvStream may not affect any sales under the ELOC Agreement and Helena will have no obligation to purchase Common Shares under the ELOC Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under the ELOC Agreement would exceed 19.99% of the outstanding shares of Common Shares following the closing of the Business Combination Agreement (the “Exchange Cap”), provided that, the Exchange Cap will not apply if DevvStream’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Nasdaq. The purchase price for the Common Shares so purchased by Helena pursuant to an advance notice is the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to such advance. Because the per share purchase price that Helena will pay for Common Shares in connection with any advance notice we have elected to deliver to Helena pursuant to the ELOC Agreement will be determined by reference to the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to such advance, we cannot determine the actual purchase price per share that Helena will be required to pay for any Common Shares that we may elect to sell to Helena under the ELOC Agreement until after we deliver an advance notice and, therefore, we cannot be certain how many Common Shares, in the aggregate, we may issue and sell to Helena under the ELOC Agreement. Sales of Common Shares to Helena under the ELOC Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Share and determinations by us as to the appropriate sources of funding for our business and operations. We may not be able to raise sufficient funds under the ELOC Agreement to satisfy our obligations.
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On August 4, 2025, DevvStream and Helena entered into a second amendment to ELOC Agreement, which increased the commitment amount from $40,000,000 to $300,000,000. On December 3, 2025, the Company entered into a side letter with Helena I amending the terms of the Company’s existing convertible note and equity line of credit arrangements. The amendments include, among other items, limitations on Helena’s sales of conversion shares, subject to trading-volume conditions, and a requirement that the Company draw a minimum of $7,500,000 in aggregate proceeds under the equity line of credit prior to February 28, 2026. These limitations may cease to apply if the Company defaults under the convertible note or is unable to submit compliant advance notices under the equity line of credit for more than five trading days. The Company has not submitted advance notices to receive sufficient net proceeds as of February 28, 2026, as the Company subsequently entered into a binding term sheet for a merger with XCF and Southern, which placed restrictions on further drawdowns of the ELOC by the Company.
On February 10, 2026, the Company entered into a side letter agreement with Helena I in connection with the Crypto Strategy Convertible Debt. Under the agreement, Helena I committed to convert at least $9,000,000 of the aggregate outstanding principal and/or accrued interest into common shares of the Company on or before May 10, 2026, subject to the Company not being in default and remaining in material compliance with the covenants and obligations under the related securities purchase agreement, the ELOC Agreement, and other transaction documents between the parties. The conversion, if completed, would reduce the Company’s outstanding debt obligations and strengthen its equity position. As consideration for entering into the agreement, the Company agreed to issue a $250,000 convertible promissory note to Helena I in the same form as the existing Crypto Strategy Convertible Debt.
In May and June 2026, DevvStream received a Notice of Exclusive Control from Helena I in respect of the Initial Convertible Note, subsequently entered into a settlement agreement with Helena I resolving that matter and terminated the ELOC Agreement in accordance with its terms. As of the date of this Form S-4, DevvStream does not expect to issue additional tranches of Helena Convertible Notes or to make additional Digital Asset purchases under its digital asset treasury strategy. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of DevvStream — Recent Developments” for more information.
Since our inception, we have incurred operating losses and have experienced negative cash flows from operations. We do not anticipate that cash on hand will be adequate to satisfy our obligations in the ordinary course of business over the next 12 months. Based on this assessment, we have material uncertainties about our business that cast substantial doubt about our ability to continue as a going concern. Accordingly, our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations.
As of January 31, 2026 and July 31, 2025, we had $815,707 and $3,446,111 in cash, respectively. We are actively managing current cash flows until such time that we are profitable.
The chart below highlights our cash flows for the periods indicated:
|
For the |
For the |
|||||
|
Net cash provided by (used in): |
|
|
||||
|
Operating activities |
(5,938,280 |
) |
(4,051,780 |
) |
||
|
Investing activities |
(5,125,100 |
) |
1,661,645 |
|
||
|
Financing activities |
3,308,004 |
|
2,383,887 |
|
||
|
Effect of exchange rate changes on cash |
(128 |
) |
1,807 |
|
||
|
Decrease in cash |
(7,755,504 |
) |
(4,441 |
) |
||
Cash Used in Operating Activities
Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of the business. Net cash used in operating activities for the six months ended January 31, 2026 was $5,938,280 compared to $4,051,780 for the six months ended January 31, 2025. The loss for the six months ended January 31, 2026 of $3,936,109 was further impacted by $1,555,104 of changes in working capital items and $447,067
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in non-cash items, primarily driven by the gain on warrant derivative and loss on revaluation of cryptocurrencies. This compares to a loss of $8,614,060 for the prior period, that was offset by $3,558,950 in changes in working capital items and $1,003,330 in non-cash items consisting mainly of impairment of carbon credits and stop-loss provision loss.
Cash Provided by Investing Activities
Net cash used by investing activities for the six months ended January 31, 2026 was $5,125,100 for purchase of cryptocurrencies and net cash provided by investing activities for the six months ended January 31, 2025 was $1,661,645 assumed upon reverse takeover (“RTO”).
Cash Provided by Financing Activities
We have funded our business to date from the issuance of our common stock and convertible debentures through private placements, from proceeds from the exercises of warrants, and from loans from related parties.
Net cash provided by financing activities for the six months ended January 31, 2026 was $3,308,004 compared to $2,383,887 for the six months ended January 31, 2025. The following financing activities occurred during the six months ended January 31, 2026:
(1) ELOC drawdown:
In August 2025, the Company issued 300,000 shares in accordance with the ELOC Agreement with Helena for gross proceeds of $756,600, of which $189,145 was used to repay the Helena CD, resulting in net proceeds of $567,455.
In December 2025, the Company issued 411,000 shares in accordance with the ELOC Agreement with Helena gross proceeds of $821,238, of which $205,316 was used to repay the Helena CD, resulting in net proceeds of $615,922.
In January 2026, the Company issued 500,000 shares in accordance with the ELOC Agreement with Helena for gross proceeds of $630,100 of which $157,525 was used to repay the Helena CD, resulting in net proceeds of $472,575.
(2) Repayment of interest on convertible debt with Helena
In August 2025, the Company paid $156,764 for the repayment of interest on Helena’s convertible debt.
In December 2025 and January 2026, the Company paid $191,188 for the repayment of interest on Helena’s convertible debt.
(3) PIPE financing
In December 2025, the Company entered into a Securities Purchase Agreement with EEME Energy SPV I LLC pursuant to which the Company issued 128,370 common shares in a private placement at a price of $15.58 per share, resulting in aggregate gross proceeds of $2,000,004.
As of July 31, 2025 and July 31, 2024, we had $3,446,111 and $21,106 in cash, respectively. We are actively managing current cash flows until such time that we are profitable.
The chart below highlights our cash flows for the periods indicated:
|
For the |
For the |
|||||
|
Net cash provided by (used in): |
|
|
||||
|
Operating activities |
(6,429,905 |
) |
(1,548,947 |
) |
||
|
Investing activities |
1,661,645 |
|
— |
|
||
|
Financing activities |
14,596,817 |
|
1,109,629 |
|
||
|
Effect of exchange rate changes on cash |
1,448 |
|
(29,547 |
) |
||
|
(Decrease)/Increase in cash |
9,830,005 |
|
(468,865 |
) |
||
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Cash Used in Operating Activities
Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of the business. Net cash used in operating activities for the year ended July 31, 2025 was $6,429,905 compared to $1,548,947 for the year ended July 31, 2024. The loss for the year ended July 31, 2025 of $12,067,231 was offset by $5,213,617 in changes in non-cash working capital items and $423,709 in non-cash items consisting mainly of the impairment loss and stop-loss provision on carbon credits, and offset by the gain on warrant liability and gain on derivative liability. This compares to a loss of $9,871,748 for the prior year, that was offset by $6,035,925 in changes in non-cash working capital items and $2,286,876 in non-cash items consisting mainly of share-based compensation.
Cash Provided by Investing Activities
Net cash provided by investing activities for the year ended July 31, 2025 was $1,661,645, consisting of the cash assumed upon the completion of the Business Combination. Net cash provided by investing activities for the year ended July 31, 2024 was $nil.
Cash Provided by Financing Activities
We have funded our business to date from the issuance of our common stock and convertible debentures through private placements, from proceeds from the exercises of warrants, and from loans from related parties.
Net cash provided by financing activities for the year ended July 31, 2025 was $14,596,817 compared to $1,109,629 for the year ended July 31, 2024. The following financing activities occurred during the year ended July 31, 2025:
(1) Exercise of share purchase warrants:
On October 29, 2024, DevvStream issued 9,176 shares for the exercise of 9,176 share purchase warrants, at an exercise price of CAD$13.10 per share for gross proceeds of $86,237.
(2) Non-brokered private placement of unsecured convertible notes:
On August 19, 2024, October 18, 2024, October 28, 2024, and November 1, 2024 DevvStream received additional proceeds of $41,500, $6,500, $7,650 and $12,000 under the amended terms of the Focus Impact Partners convertible debenture. On March 19, 2025, DevvStream received proceeds of $218,000 under a new convertible debenture issued to Focus Impact Partners. Refer to Note 9 of our financial statements.
On July 17, 2025, DevvStream received net proceeds of $9,115,000 under the Crypto Strategy Convertible Debt issued to Helena.
In October 2024, the mandatory convertible debentures were converted to 2,244 shares of DevvStream. Refer to Note 10 of the financial statements.
(3) PIPE financing:
On November 6, 2024, DevvStream issued 169,480 shares to various investors for gross proceeds of $2,250,000, of which $20,000 remain receivable as of July 31, 2025.
(4) ELOC drawdown:
In March 2025, DevvStream issued 160,600 shares in accordance with the ELOC Agreement with Helena for gross proceeds of $481,530.
In May 2025, DevvStream issued 334,600 shares in accordance with the ELOC Agreement with Helena for gross proceeds of $1,051,857.
In July 2025, DevvStream issued 350,500 shares in accordance with the ELOC Agreement with Helena for gross proceeds of $1,794,694. Of the gross proceeds, $448,151 were retained by Helena for the repayment of the initial tranche of the Crypto Strategy Convertible Debt.
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As of January 31, 2026, we had a working capital deficit of $24,381,835 (current assets of $2,041,813, less current liabilities of $26,423,648), compared with a working capital deficit of $14,412,728 (current assets of $4,337,627, less current liabilities of $18,750,355) as of July 31, 2025.
On August 4, 2025, DevvStream and Helena entered into a second amendment to the ELOC Agreement, which increased the commitment amount thereunder from $40,000,000 to $300,000,000. On December 3, 2025, DevvStream entered into a side letter with Helena I amending the terms of DevvStream’s existing convertible note and equity line of credit arrangements. The amendments include, among other items, limitations on Helena I’s sales of conversion shares (subject to trading-volume conditions) and a requirement that DevvStream draw a minimum of $7,500,000 in aggregate proceeds under the equity line of credit prior to February 28, 2026. These limitations may cease to apply if DevvStream defaults under the convertible note or is unable to submit compliant advance notices under the equity line of credit for more than five trading days.
On February 10, 2026, DevvStream entered into a further side letter with Helena I in connection with the Crypto Strategy Convertible Debt. Under the agreement, Helena I committed to convert at least $9,000,000 of the aggregate outstanding principal and/or accrued interest into common shares of DevvStream on or before May 10, 2026, subject to DevvStream’s continued compliance with the related transaction documents. As consideration for the side letter, DevvStream agreed to issue Helena I a convertible promissory note in the principal amount of $250,000 in the same form as the Crypto Strategy Convertible Debt.
As of January 31, 2026 and July 31, 2025, we had cash of $815,707 and $3,446,111, respectively. We are actively managing current cash flows until such time that we are profitable.
Six Months Ended January 31, 2026 — Cash Flow Summary
Net cash used in operating activities for the six months ended January 31, 2026 was $5,938,280, compared to $4,051,780 for the six months ended January 31, 2025. The net loss of $3,936,109 was further impacted by $1,555,104 of changes in working capital items and $447,067 in non-cash items, primarily driven by the gain on warrant derivative and the loss on revaluation of cryptocurrencies.
Net cash used in investing activities for the six months ended January 31, 2026 was $5,125,100, related to purchases of cryptocurrencies, compared to net cash provided by investing activities of $1,661,645 for the six months ended January 31, 2025 (cash assumed upon the reverse takeover).
Net cash provided by financing activities for the six months ended January 31, 2026 was $3,308,004, compared to $2,383,887 for the six months ended January 31, 2025. Activity during the six months ended January 31, 2026 included (i) ELOC drawdowns in August 2025 (300,000 shares for gross proceeds of $756,600, of which $189,145 was used to repay the Helena Crypto Strategy Convertible Debt, resulting in net proceeds of $567,455); (ii) ELOC drawdowns in December 2025 (411,000 shares for gross proceeds of $821,238, of which $205,316 was used to repay the Helena Crypto Strategy Convertible Debt, resulting in net proceeds of $615,922); (iii) ELOC drawdowns in January 2026 (500,000 shares for gross proceeds of $630,100, of which $157,525 was used to repay the Helena Crypto Strategy Convertible Debt, resulting in net proceeds of $472,575); (iv) repayments of interest on the Helena convertible debt of $156,764 in August 2025 and $191,188 in December 2025 and January 2026; and (v) the issuance in December 2025 of 128,370 common shares to EEME Energy SPV I LLC in a private placement at $15.58 per share, for aggregate gross proceeds of $2,000,004.
Related party transactions and balances
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.
At January 31, 2026, the Company had amounts owing and accrued liabilities of $90,318 (July 31, 2025 — $794,990) payable to directors and officers of the Company for salaries, expense reimbursements and professional fees. These amounts are non-interest bearing and have no terms of repayment.
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At July 31, 2025, DevvStream had amounts owing and accrued liabilities of $794,990 (July 31, 2024 — $478,072) payable to directors and officers of DevvStream for salaries, expense reimbursements and professional fees. These amounts are non-interest bearing and have no terms of repayment.
During the year ended July 31, 2025, DevvStream incurred wages and management fees of $698,890 and $279,000, respectively, to officers of DevvStream. Share based compensation incurred to officers and directors of DevvStream amounted to $488,569.
During the six months ended January 31, 2026, the Company incurred wages and management fees of $230,435 and $97,000, respectively, to officers of the Company. Share based compensation incurred to officers and directors of the Company amounted to $75,081.
During the year ended July 31, 2025, DevvStream accrued interest of $228,518 on convertible debentures payable to related parties. Refer to Note 9 of our financial statements.
During the year ended July 31, 2025, DevvStream amended the terms of convertible debentures payable to Focus Impact Partners and Focus Impact Sponsor, LLC, with face values of $637,150 and $3,345,000, respectively. The convertible debentures have an amended maturity date of November 13, 2026, and the principal and interest are convertible into common stock of DevvStream at the option of the holder at a 25% discount to the 20-day volume weighted average price of the Company’s shares, subject to a floor of $8.67 per share. Focus Impact Partners is owned by two of DevvStream’s directors: Carl Stanton and Wray Thorn.
During the year ended July 31, 2025, DevvStream issued a new convertible debenture payable to Focus Impact Partners with face value of $218,000. The convertible debenture has a maturity date of March 19, 2027, and the principal and interest are convertible into common stock of DevvStream at the option of the holder at a 25% discount to the 20-day volume weighted average price of DevvStream’s shares.
During the year ended July 31, 2025, DevvStream issued 55,729 common shares to Focus Impact Partners in consideration for services provided to DevvStream pursuant to the strategic consulting agreement between DevvStream and Focus Impact Partners dated November 13, 2024. See, Contractual Obligations below.
During the year ended July 31, 2024, DevvStream issued convertible debentures to Devvio Inc. (“Devvio”) and Envviron SAS (”Envviron”), who are related parties to DevvStream. The Devvio convertible debt had a principal amount of $100,000, while the Envviron convertible debt had a principal amount of $250,000. Devvio owns in excess of 10% of the outstanding shares of DevvStream. Envviron is controlled by Ray Quintana, a former director of DevvStream who stepped down on November 7, 2024 upon completion of the Business Combination. On November 12, 2024, the maturity for the convertible debentures issued to Devvio and Envviron were extended to May 30, 2025. As of July 31, 2025, DevvStream is in the process of negotiating a further extension of the convertible debentures issued to Devvio and Envviron.
During the year ended July 31, 2024, DevvStream signed an amended strategic partnership agreement with Devvio dated November 28, 2021.
At January 31, 2026, DevvStream had amounts owing and accrued liabilities of $90,318 (July 31, 2025 — $794,990) payable to directors and officers of DevvStream for salaries, expense reimbursements, and professional fees. These amounts are non-interest bearing and have no terms of repayment.
During the six months ended January 31, 2026, DevvStream incurred wages and management fees of $230,435 and $97,000, respectively, to officers of DevvStream. Share-based compensation incurred to officers and directors of DevvStream amounted to $75,081. DevvStream also accrued $125,242 of interest on convertible debentures payable to related parties.
During the six months ended January 31, 2026, the Company accrued interest of $125,242 on three convertible debentures notes, two of which were issued on November 13, 2024, payable to Focus Impact Partners and Focus Impact Sponsor, and one of which was issued on March 19, 2025, payable to Focus Impact Partners.
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Contractual Obligations
Prepaid Royalties Agreement with Devvio
In September 2023, we agreed to pay prepaid royalty payments to Devvio, a related party, equal to a minimum of $2,270,000, to be paid by August 1, 2025, followed by $1,270,000 to be paid by August 1, 2025 and August 1, 2026. On July 8, 2024, we further amended the agreement such that the minimum advances extended by one year and are now due as follows: $1,000,000 by August 1, 2025, followed by $1,270,000 by August 1, 2026 and August 1, 2027. The agreement is subsequently amended on October 28, 2025 to eliminate the aforementioned payment obligations.
Licensing agreement with Greenlines Technology Inc.
On February 16, 2024, we entered into a licensing agreement with Greenlines Technology Inc. for the use of certain technologies. We agreed to pay $42,000 within 15 days of the closing of the BCA. Such amount was paid on November 26, 2024. Commencing January 1, 2025, we must pay an annual fee of $12,000 on the first day of each calendar year for the use of the technology. The amounts due on January 1, 2025 were paid on January 9, 2026. DevvStream has accrued $1,000 in connection with the annual fee payable as of January 31, 2026.
Equity line of credit (“ELOC”) fee commitment with Helena Global Investment Opportunities I Ltd (“Helena I”)
On October 29, 2024, we entered into the ELOC Agreement with Helena I. Following the closing of the De-SPAC Transaction and the Helena I Registration Statement becoming effective, we are to issue to Helena I common shares equal to $125,000 divided by the greater of (i) the lowest one-day VWAP during the five trading days immediately preceding the effectiveness date of such Registration Statement and (ii) $7.50. DevvStream issued 16,666 shares in satisfaction of this commitment on March 17, 2025.
Strategic Consulting Agreement with Focus Impact Partners
On November 13, 2024, we entered into a strategic consulting agreement with Focus Impact Partners, pursuant to which the Focus Impact Partners will provide us with certain consulting services (“Strategic Consulting Agreement”) in consideration of an annual consulting fee of $500,000, which will be payable in quarterly installments of $125,000 starting with an initial payment for the period beginning December 31, 2023. Fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) we have successfully raised $5,000,000 in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) we have 2 or more consecutive quarters of positive cash flow from operations. As of July 31, 2025, neither condition has been met. We will pay Focus Impact Partners additional consulting fees as to be mutually agreed consistent with market practice in connection with any acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction. The Strategic Consulting Agreement has a term of three years unless terminated early with at least 120 days advance notice and will be automatically extended for successive one-year periods at the end of each year unless either party provide a written notice of its desire not to automatically extend at least 120 days prior to the end of each year during the term of the Strategic Consulting Agreement. Focus Impact Partners is owned by two of DevvStream’s directors: Carl Stanton and Wray Thorn.
Quantitative and Qualitative Disclosures about Market Risk
Our board of directors have overall responsibility for the establishment and oversight of our risk management policies on an annual basis. Management identifies and evaluates our financial risks and is charged with the responsibility of establishing controls and procedures to ensure financial risks are mitigated in accordance with the approved policies.
Our financial instruments consist of cash, restricted cash, trade receivable, GST receivable, accounts payable and accrued liabilities, convertible debt, mandatory convertible debentures, warrant liabilities and derivative liabilities. The carrying value of DevvStream’s cash, restricted cash, GST receivable and accounts payable and accrued liabilities approximate their fair value due to their short terms to maturity.
Our risk exposures and the impact on our financial instruments are summarized below:
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Credit Risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets including cash. Our financial assets are cash, restricted cash, trade receivable, GST receivable, corporate taxes receivable, subscription receivable, and deposit on carbon credits purchase. Our maximum exposure to credit risk, as at period end, is the carrying value of our financial assets, being $10,592,093 and $106,764 as of July 31, 2025 and July 31, 2024, respectively. We hold cash with major financial institutions and with a publicly traded payment processing company therefore minimizing our credit risk.
Liquidity Risk
Liquidity risk is the risk that we will not be able to meet financial obligations as they fall due. We manage liquidity by maintaining adequate cash balances and by raising equity and debt financings. We have no assurance that such financings will be available on favorable terms in the future. In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares.
As of July 31, 2025, we had cash of $3,446,111 to settle current liabilities of $11,847,575 which fall due for payment within twelve months of the statement of financial position. As of July 31, 2024, we had cash of $21,106 to settle current liabilities of $7,595,974 which fall due for payment within twelve months of the statement of financial position. All of our contractual obligations are current and due within one year.
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect DevvStream’s income or value of its holdings or financial instruments. At July 31, 2025, DevvStream has minimal exposure to these risks.
Inflation Risk
We do not believe that inflation had a significant impact on our results of operations for any periods presented in our financial statements. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition and results of operations.
Capital Management
Capital is comprised of our shareholders’ deficiency and any debt that we may issue. Our objectives when managing capital are to maintain financial strength and to protect our ability to meet ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for our shareholders over the long term, of which there can be no assurances. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. We manage capital structure to maximize financial flexibility by making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. We do not presently utilize any quantitative measures to monitor our capital, but rather we rely on our management’s expertise to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable.
There were no changes to our approach to capital management during the period. We are not subject to externally imposed capital requirements.
Inflation Reduction Act of 2022 (the “IR Act”)
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other measures, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax is imposed on the repurchasing corporation and the amount of the excise tax is generally 1% of the fair market value of the stock repurchased. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new
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stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.
During the second quarter of 2024, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, DevvStream would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. For certain taxpayers affected by Hurricane Beryl, the deadline to file such returns and remit such payment has been extended to February 2025.
DevvStream is currently evaluating its options with respect to payment of this obligation. If DevvStream is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we will take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Smaller Reporting Company
Additionally, we are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the last business day of our second fiscal quarter, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our second fiscal quarter. If we continue to be a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from these certain reduced disclosure requirements that are available to smaller reporting companies.
Evaluation of Disclosure of Controls and Procedures
Based on an evaluation as of January 31, 2026, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting as described below. There have been no changes during the six months ended January 31, 2026.
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Based on an evaluation as of July 31, 2025, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting as described below. There have been no changes during the year ended July 31, 2025.
Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.
We did not design or maintain an effective control environment commensurate with financial reporting requirements. Specifically, we did not consistently have documented evidence of review procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, and reconciliations.
The above material weakness did not result in a material misstatement of our consolidated financial statements, however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement that would not be prevented or detected.
Remediation Activities
We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the continued hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills. With the additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness through the implementation of appropriate segregation of duties, formalization of accounting policies and controls and retention of appropriate expertise for complex accounting transactions. We will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time. Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded that these controls are operating effectively.
Subsequent Events
Helena I Convertible Debt Conversion Side Letter
On February 10, 2026, DevvStream and Helena I entered into a side letter in respect of the Crypto Strategy Convertible Debt, pursuant to which Helena I committed to convert at least $9,000,000 of the aggregate outstanding principal and/or accrued interest into common shares of DevvStream on or before May 10, 2026, subject to DevvStream’s compliance with its covenants and obligations under the related transaction documents. As consideration for entering into the side letter, DevvStream agreed to issue Helena I a convertible promissory note in the principal amount of $250,000 in the same form as the Crypto Strategy Convertible Debt.
Nasdaq Continued Listing Requirements
On November 18, 2025, DevvStream received a notification letter from the Listing Qualifications Department of Nasdaq advising that DevvStream’s net income from continuing operations had fallen below the minimum requirement for continued listing on the Nasdaq Capital Market (the “Minimum Net Income Requirement”), and that DevvStream also did not meet the alternative requirements based on market value of listed securities or stockholders’ equity (collectively with the Minimum Net Income Requirement, the “Continued Listing Standards”). On February 23, 2026, DevvStream received a letter from the Nasdaq Listing Qualifications Department granting DevvStream an extension until May 18, 2026 to regain compliance with the Continued Listing Standards. There can be no assurance that DevvStream will be able to regain compliance within the extension period or that Nasdaq will grant any further extension.
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On April 7, 2026, DevvStream received a written notification from Nasdaq indicating that because the bid price for the DevvStream’s common shares, no par value, for the previous 30 consecutive business days (February 23, 2026 to April 6, 2026) had closed below the $1.00 per share minimum, the DevvStream is no longer in compliance with Nasdaq Listing Rule 5550(a)(1). Accordingly, DevvStream requested a hearing before a Nasdaq panel to address the bid price deficiency. Such hearing occurred on May 19, 2026. Subsequently, on May 20, 2026, due to the expiration of the extension, DevvStream received formal notification that it has not regained compliance with the net income requirement and that, accordingly, the panel will consider the net income deficiency in their decision regarding DevvStream’s continued listing on Nasdaq, in addition to considering DevvStream’s lack of compliance with the minimum bid price rule.
Helena Notice of Exclusive Control and Settlement
On May 28, 2026, DevvStream received a Notice of Exclusive Control from Helena I, the holder of DevvStream’s senior secured convertible promissory note dated July 18, 2025, in the original principal amount of $10,000,000, asserting that an Event of Default had occurred and was continuing under the note and related transaction documents and claiming an asserted mandatory default amount of approximately $4.5 million. Pursuant to the notice, Helena I instructed BitGo to exercise certain control rights over the custodial account holding DevvStream’s digital assets, including removing DevvStream as an approver and liquidating Bitcoin and Solana collateral with an approximate value of $2.8 million based on market values referenced in the notice.
On June 8, 2026, DevvStream and Helena I entered into a Settlement Agreement and Mutual Release resolving the matter. Under the settlement, DevvStream honored outstanding conversion notices aggregating $295,000 in principal, the digital asset collateral was credited at an agreed value of $2,600,000 and applied against the note, and the parties agreed that the remaining amount owing under the note is $1,000,000, convertible by Helena I at the Event of Default Discount Price. The settlement also provides for a leak-out limitation on Helena I’s resales, a mutual release of claims, and Helena I’s irrevocable consent to the Business Combination and waiver of its related termination right. DevvStream disclosed the settlement in a Current Report on Form 8-K filed June 8, 2026.
Termination of ELOC Agreement
On June 3, 2026, DevvStream terminated that certain Purchase Agreement (the “ELOC Agreement”) dated as of October 29, 2024, by and between DevvStream, Helena Global Investment Opportunities I LTD., and Focus Impact Sponsor, LLC, a Delaware limited liability company, in accordance with the terms of the ELOC Agreement. As previously disclosed, pursuant to the ELOC Agreement, as amended, DevvStream had the right to issue and to sell to Helena from time to time, as provided in the ELOC Agreement, up to $300,000,000 of DevvStream’s Common Shares, subject to the conditions set forth therein.
Three-Party Business Combination Agreement
On April 13, 2026, DevvStream entered into the Business Combination Agreement with XCF Global, Southern, and certain merger subsidiaries of XCF Global, which superseded the prior two-party Agreement and Plan of Merger with Southern dated December 3, 2025. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of DevvStream — Recent Developments — Three-Party Business Combination Agreement” above and the discussion of the BCA elsewhere in this joint proxy statement/prospectus.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS OF DEVVSTREAM
Related Party Transactions
SEC rules require us to disclose any transaction or currently proposed transaction in which we are a participant and in which any related person has or will have a direct or indirect material interest involving an amount that exceeds the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, Director, nominee for Director, or holder of 5% or more of the Company’s Common Shares, or an immediate family member of any of those persons.
The Audit Committee of the Board of Directors (or, to the extent applicable, our disinterested directors) is responsible for reviewing all transactions between the Company and any officer or Director of the Company or any entity in which an officer of Director has a material interest. Any such transactions must be on terms no less favorable than those that could be obtained on an arms-length basis from independent third parties.
During the year ended July 31, 2024, the Company issued convertible debentures to Devvio and Envviron who are related parties to the Company. These loans were amended on November 12, 2024. Devvio owns in excess of 10% of the outstanding shares of the Company. Environ is controlled by Ray Quintana, a former director of the Company who stepped down on November 7, 2024 upon completion of the Business Combination.
On November 13, 2024, the Company entered into a strategic consulting agreement with Focus Impact Partners, LLC (the “Consultant”), pursuant to which the Consultant will provide New PubCo with certain consulting services (the “Strategic Consulting Agreement”) and New PubCo will pay the Consultant an annual consulting fee of $500,000, which will be payable in quarterly installments of $125,000 starting with an initial payment for the period beginning December 31, 2023 (pro-rated based on the number of days from December 31, 2023 through and including November 13, 2024). Further, The Company issued 557,290 Common Shares in a private placement pursuant to the Strategic Consulting Agreement in connection with the execution of the Strategic Consulting Agreement. The Strategic Consulting Agreement has a term of three (3) years unless terminated early with at least 120 days advance notice and will be automatically extended for successive one (1)-year periods at the end of each year unless the Company or the Consultant provide a written notice of its desire not to automatically extend at least 120 days prior to the end of each year during the term of the Strategic Consulting Agreement. Pursuant to the Strategic Consulting Agreement, the Company has also agreed to customary indemnification of the Consultant in connection with the performance of its services. On October 17, 2025 the Consultant was paid $125,000. No other payments were made during the year ended July 31, 2025.
On November 13, 2024, the Company amended the terms of convertible debentures payable to Focus Impact Partners and the Sponsor, with face values of $637,150 and $3,345,000, respectively. The convertible debentures have an amended maturity date of November 13, 2026, and the principal and interest are convertible into Common Shares of the Company at the option of the holder at a 25% discount to the 20-day volume weighted average price of the Company’s shares, subject to a floor of $0.867 per share. Focus Impact Partners is owned by two of the Company’s directors: Carl Stanton and Wray Thorn.
On March 19, 2025, the Company issued a new convertible debenture payable to Focus Impact Partners with face value of $218,000. The convertible debenture has a maturity date of March 19, 2027, and the principal and interest are convertible into Common Shares of the Company at the option of the holder at a 25% discount to the 20-day volume weighted average price of the Company’s shares.
On March 13, 2026, DevvStream entered into a Conversion Agreement (the “Conversion Agreement”) with Focus Impact Partners, LLC, a Delaware limited liability company (“FIP”), and Focus Impact Sponsor, LLC, a Delaware limited liability company (“FIS” and, together with FIP, “Focus Impact”), pursuant to which DevvStream agreed to convert certain outstanding debt obligations owed to Focus Impact into Common Shares of DevvStream. Pursuant to the Conversion Agreement, and subject to certain limitations described below, DevvStream agreed to convert the following obligations into equity: (i) $4,490,736 in principal and accrued interest outstanding under certain Secured Convertible Notes (the “Convertible Notes”) previously issued to Focus Impact; and (ii) $1,000,000 in accrued consulting fees owed to FIP under a Strategic Consulting Agreement dated November 13, 2024 (the “Consulting Agreement”). The
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aggregate amount of $5,490,736 (the “Converted Amount”) will be converted into 6,083,244 Common Shares (the “Conversion Shares”) of DevvStream, with 3,556,839 shares being issued to FIS and 2,526,405 shares being issued to FIP, at a conversion price of $0.9026 per share (the “Conversion Price”), in full satisfaction of all amounts due under the Convertible Notes and the Consulting Agreement.
Indemnification
The Company provides indemnification for its directors and officers so that they will be free from undue concern about personal liability in connection with their service to the Company. Under the Company’s Bylaws, the Company is required to indemnify its directors and officers to the full extent provided by law then in effect.
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CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS OF DEVVSTREAM
The following table sets forth information about beneficial ownership of our Common Shares as of June 1, 2026 (unless otherwise noted) by (i) each shareholder that has indicated in public filings that the shareholder beneficially owns more than five percent of the Common Shares, (ii) each of the Company’s directors and named officers and (iii) all directors and officers as a group. Except as otherwise noted, each person listed below, either alone or together with members of the person’s family sharing the same household, had, to our knowledge, sole voting and investment power with respect to the shares listed next to the person’s name.
|
Name and address(1) |
Number of |
Percentage of |
|||
|
Directors and officers |
|
||||
|
Wray Thorn(9)(10) |
— |
— |
|
||
|
Carl Stanton(9)(10) |
— |
— |
|
||
|
Sunny Trinh(3) |
121,446 |
* |
|
||
|
Stephen Kukucha(4) |
7,646 |
* |
|
||
|
Chris Merkel(5) |
21,423 |
* |
|
||
|
David Goertz(6) |
6,806 |
* |
|
||
|
Michael Max Bühler(7) |
4,588 |
* |
|
||
|
Jamila Piracci(8) |
4,588 |
* |
|
||
|
All Directors and officers as a group (eight persons) |
166,497 |
* |
|
||
|
Five Percent or More Holders: |
|
||||
|
Focus Impact Partners, LLC(9) |
2,526,405 |
8.80 |
% |
||
|
Focus Impact Sponsor, LLC(10) |
5,199,633 |
17.45 |
% |
||
____________
* Beneficial ownership percentage is less than 1%.
(1) Except as indicated, the address of the person named in the table is c/o DevvStream Corp., 2108 N St., Suite 4254, Sacramento, California 95816.
(2) In computing the number of shares beneficially owned by a person and the percentage ownership of that person, Common Shares subject to options, restricted stock units or warrants held by that person that are currently exercisable or will become exercisable within 60 days after June 1, 2026, are deemed outstanding, while the shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Common Shares held by them. Applicable percentage ownership is based on 28,717,484 Common Shares outstanding as of June 1, 2026. The inclusion of shares in the table above does not constitute an admission of beneficial ownership by the persons named.
(3) Consists of 88,700 restricted stock units granted on December 24, 2021 and March 14, 2022. 10% of the restricted stock units vested on January 17, 2023, and 15% of the restricted stock units vest every six months thereafter for a period of 36 months. Also consists of 3,931 restricted stock units granted on July 30, 2024. 10% of the restricted stock units vest on the six-month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months. Also, consists of 30,586 restricted stock units granted on March 26, 2025. 21,410 restricted stock units vested on the grant date, a further 4,588 restricted stock units vest on July 17, 2025 and January 17, 2026. Each restricted stock unit represents the right to receive, at settlement, one Common Share.
(4) Consists of 4,588 stock options granted on March 1, 2022 and of 3,058 options granted on October 12, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter.
(5) Consists of 4,588 restricted stock units granted on December 24, 2021. 10% of the restricted stock units vested on January 17, 2023 and 15% of the restricted stock units vest every six months thereafter. Also consists of 2,320 restricted stock units granted on July 30, 2024. 10% of the restricted stock units vest on the six-month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months. Each restricted stock unit represents the right to receive, at settlement, one Common Share. Also, consists of 35,000 stock options granted on March 26, 2025. 33.3% of the options vest on the one-year anniversary of the grant, 2.78% vest each month thereafter for a period of 24 months.
(6) Consists of 3,058 restricted stock units granted on December 24, 2021. 10% of the restricted stock units vested on January 17, 2023 and 15% of the restricted stock units vest every six months thereafter. These restricted stock units were granted to DJG Enterprises Inc. (“DJGMr. Goertz is the sole director of DJG and as a result, may be deemed to indirectly beneficially own the common shares issuable upon exercise of the restricted stock units that are directly beneficially owned by DJG. Mr. Goertz disclaims beneficial ownership other than to the extent of any pecuniary interest he may have therein.
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The business address of DJG is 1500 — 1140 West Pender Street, BC V6E 4G1. Also consists of 2,776 restricted stock units granted on July 30, 2024. 10% of the restricted stock units vest on the six month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months. Each restricted stock unit represents the right to receive, at settlement, one Common Share. Also, consists of 5,000 stock options granted on March 26, 2025. 33.3% of the options vest on the one-year anniversary of the grant, 2.78% vest each month thereafter for a period of 24 months.
(7) Consists of 4,588 stock options granted on May 15, 2023. 10% of the options vested on June 15, 2023 and 15% of the options vest every six months thereafter.
(8) Consists of 4,588 stock options granted on October 12, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter.
(9) Consists of 2,526,405 Common Shares held of record by Focus Impact Partners, LLC, the reporting person. The reporting person, Focus Impact Partners, LLC, is controlled by a two-member board of managers composed of Carl Stanton and Wray Thorn. Each manager has one vote, and neither may act alone; therefore neither of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting person, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities. The business address of the reporting person is 1345 Avenue of the Americas, 33rd Floor, New York, New York, 10105.
(10) Consist of (i) 4,114,129 Common Shares held of record by Focus Impact Sponsor, LLC, the reporting person, (ii) 1,085,504 Common Shares issuable upon the exercise for cash of 1,120,000 private placement warrants held by the reporting person, each whole warrant is exercisable for 0.9692 Common Shares upon payment of $15.20 per share or can be exercised on a cashless basis (the “Private Placement Warrants”), as further described in the warrant agreement, dated November 1, 2021, by and between the Company (as successor of Focus Impact Acquisition Corp.) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). The reporting person, Focus Impact Sponsor, LLC, is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting person, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities. The business address of the reporting person is 1345 Avenue of the Americas, 33rd Floor, New York, New York, 10105.
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INFORMATION ABOUT SOUTHERN ENERGY
For purposes of this section, “Southern Energy Renewables Incorporated, a Louisiana Corporation”, “Southern Energy”, “Company”, “we”, “us” and “our” refer to Southern Energy Renewables incorporated prior to the consummation of the Business Combination. Unless otherwise indicated or the context otherwise requires, information presented assumes that the Business Combination has not yet been completed. Forward-looking statements herein are subject to the cautionary statements set forth under “Risk Factors.”
Business Overview
Southern Energy Renewables Incorporated is a Louisiana Corporation organized to design, finance, build, own and operate plants that produce jet fuel, rocket fuel, chemicals, battery materials and other products. Southern Energy plans to research and develop new systems for these plants and for the military and space industry. These new developments include catalysts and adsorbents for the oil and gas space as well as for environmental control and life support systems for the space industry. The Company’s objective is to establish a scalable platform to produce these products. With the first plant AeroMaris producing methanol, propylene, gasoline, propane gas and naphtha and Sustainable Aviation Fuel (“SAF”) through thermochemical conversion of biomass coupled with permanent carbon sequestration. Southern Energy’s initial business model focuses on vertical integration of the entire value chain — from feedstock sourcing and preprocessing through gasification, synthesis-gas conditioning, catalytic upgrading and product distribution- creating multiple revenue streams within a single project architecture.
Southern Energy’s development philosophy is grounded in producing clean end-products that are price competitive compared to regular commodities and products. The Company licenses proven technology from established vendors and applies it within a highly engineered modular plant design. The gasification and syngas-cleanup platform licensed from Frontline BioEnergy LLC has been demonstrated at pilot scale to produce tar-free, high-pressure syngas suitable for catalytic methanol synthesis without costly downstream filtration. Frontline’s experience with biomass and municipal solid waste gasification integrated with methanol synthesis is valuable as most gasification projects have failed due to not proving the integration. By integrating this platform at the proof-of-concept facility at Frontline’s headquarter with Air Liquide’s commercial methanol-synthesis and methanol-to-propylene technology, Southern Energy expects to achieve process efficiencies exceeding those of comparable renewable-fuel facilities. Then Air Liquide’s methanol to propylene technology will be oligomerized by Axens commercial oligomerization unit.
Each Southern Energy facility will have ways to valorize carbon dioxide, while keeping the carbon intensity low. The first facility plans to include on-site carbon-capture units and pipeline interconnections to Class VI injection, providing a complete cradle-to-storage solution. Southern Energy Renewables is investigating utilizing part of the CO2 to produce neat e-SAF to ship overseas to support European mandates. The combination of biomass conversion and geological storage is expected to yield a net-negative life-cycle carbon intensity, positioning the Company to qualify for the highest available federal incentives and to meet the demand of exporting for carbon intensity fuels and products.
The Company’s flagship project, located in St. Charles Parish, Louisiana (the “AeroMaris Project”), will be developed on a site of approximately 1,100 acres. Development will occur in three sequential phases — Phase 1, Phase 2 and Phase 3 — culminating -in full build-out capacity of roughly 15,000 short tons per day of biomass feedstock for the final phase converted into SAF and green methanol. The total anticipated investment across all phases is expected to range between $6 billion and $7 billion, supported in part by Louisiana Community Development Authority tax-exempt bond financing, various government agencies issued finance programs and other outside investments in the form of both debt and equity. The Louisiana Project’s location near deep-water ports, industrial utilities and approved carbon-storage formations provide strong logistical and environmental advantage. After the build out of the 1,100-acre facility, Southern Energy intends to implement this layout globally where it is applicable. Southern Energy may also adjust this layout to smaller and larger footprints based on the needs of the relevant products in the deployed region.
Pipeline and Growth Plans
Southern Energy’s development program for the AeroMaris is structured across three sequential phases — Phase 1, Phase 2 and Phase 3 — each located within the same site in St. Charles Parish, Louisiana. This phased approach allows the Company to progressively increase capacity, validate performance and optimize capital deployment while maintaining a consistent permitting, infrastructure and operations framework. It also allows the company to implement lessons learned from previously failed projects in the gasification space by having ramp up phases.
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Phase 1A represents the initial implementation of the Company’s technology platform. Site control has been secured and baseline environmental and geotechnical studies have been completed will be done by August. Southern Energy is finalizing a feasibility study and will advance to front-end engineering and design (“FEED”) activities in collaboration with Frontline, Topsoe, Axens, Air Liquide and Kiewet. Construction will begin following completion of detailed engineering, environmental permitting and financial close. The demonstration unit is designed to process approximately 500 short tons per day (“STPD”) of biomass feedstock and will serve as the operational and engineering basis for subsequent phases of development.
Phase 1B will expand total feedstock processing capacity at the Louisiana site to approximately 1,500 STPD. This expansion will employ the same modular gasification, methanol-synthesis, methanol to propylene, olefins to jet fuel and carbon-sequestration systems validated during the demonstration stage. Capital expenditures for Phase 1 are estimated at approximately $1.0 billion, financed through a combination of project-level debt and equity.
Phase 2 will further expand throughput within the same site to approximately 15,000 STPD of biomass feedstock, representing an aggregate total of roughly 15,500 STPD across all trains. Total capital expenditures for Phase 2 are estimated between $5 billion and $6 billion.
Southern Energy intends to issue up to $402 million in tax-exempt private-activity bonds to support early-stage construction, with an interest rate not exceeding 10.0 percent per annum and a term not exceeding 40 years. As of the date of this joint proxy statement/prospectus, the Louisiana Community Development Authority (“LCDA”) has not yet approved this issuance. Bank of America, located in St. Charles Parish, Louisiana, has been designated as the initial bond underwriter. Bank of America is currently a proposed underwriter for this opportunity and is still evaluating this opportunity. In the event they do not accept the final engagement, another investment bank may also be retained or brought in to replace Bank of America.
Southern Energy’s financing strategy combines state and federal bond programs, private-equity co-investment and strategic partnerships with industry participants seeking access to sustainable fuels and verified carbon-reduction credits. Each phase is expected to be owned by a single-purpose subsidiary of the Company, enabling project financing and limiting the total liability exposure to the Company. This structure allows the Company to scale development in a disciplined manner while maintaining compliance with the requirements of Louisiana’s industrial bond and economic development programs.
Louisiana Economic Development
Southern Energy, together with its Chief Executive Officer, Jay Patel, has entered into a non-binding Letter of Intent (“LOI”) with Louisiana Economic Development (“LED”) in connection with SER’s proposed SAF manufacturing facility in St. Charles Parish, Louisiana. The LOI, executed under the leadership of LED Secretary Susan Bonnett Bourgeois and Jay Patel Chief Executive Officer, outlines the State of Louisiana’s support for the proposed project, including a customized incentive framework tied to the anticipated development of an approximately $1.4 billion advanced energy manufacturing facility and the creation of significant long-term employment opportunities within the State. The proposed incentive package includes potential participation in the Industrial Tax Exemption Program, LED FastStart® workforce development initiatives, and infrastructure-related performance grants, with an estimated aggregate potential value of approximately $119.7 million, subject to final approvals, contractual agreements, and achievement of investment and employment milestones. Southern Energy and its Chief Executive Officer believe the LOI and ongoing collaboration with LED and Secretary Bourgeois demonstrate meaningful state-level support for the project and reinforce Louisiana’s commitment to advancing domestic clean energy infrastructure, sustainable fuels production, workforce development, and long-term industrial investment.
On January 11, 2026 Southern Energy executed an FEL-1 study with Frontline Bioenergy. This study was completed and given to Kiewet for their review and to finalize the combined FEL-1 study with all technologies integrated. This study included heat and mass balances, equipment list, process waste streams, and other relevant information relevant for the project to achieve final investment decision. This information will also be used in the proof-of-concept plant to ensure relevant test data informs the commercial design.
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On November 11, 2025, Southern Energy entered into an agreement to build a methanol wall for the proof of concept, an extension of Frontline’s pilot plant in Iowa that will prove the integration of biomass gasification to methanol synthesis to jet fuel production. Frontline in the past has already demonstrated gasification integration with methanol synthesis using their low-pressure gasifier system. The benefit of this system is that it is expected to be high pressure and include their tar-free gas system. This improvement is expected to reduce operational costs and ensure long-term performance with the presence of zero tars. This proof of concept is expected to run for more than 3,000 hours to show catalyst life cycle performances as well as that the products will be built on spec.
Axens: On March 27, 2026 Southern Energy executed a FEL-1 study agreement with the purpose of progressing towards FID on its methanol to jet facility in Louisiana. This study aims to investigate process details around producing specifications: kerosene, naphtha, and gasoline. This study will allow Southern Energy to determine the optimization of capex and opex for the best plant configuration for financial perspectives.
Kiewet: On May 4, 2026 Southern Energy executed an agreement with Kiewet to be engaged as the EPC. They will study the integration of all technology pieces across the value chain. Kiewet will also work with the state of Louisiana in terms of permitting, electrical needs, land due diligence, and other activities related to ensuring the facility progresses in a timely manner.
In addition, Southern Energy entered into an option to purchase land located at St. Charles Parish, NM 132 West Bank LA 18 and LA 3141 Killona, LA 70057.
Competitive Factors
Southern Energy operates in a competitive environment characterized by rapid technological innovation and development, evolving regulatory frameworks and increasing capital investment in the renewable and clean product sector. Which encompasses fuels, energy and chemicals and a wide range of other products. The Company’s integrated approach and early development of a carbon-negative facility in Louisiana provide several competitive strengths within this emerging market.
The licensed Frontline BioEnergy BiM™ gasification process operates at elevated pressure and achieves complete tar elimination, allowing direct coupling to methanol synthesis. This design reduces capital intensity and maintenance downtime compared with conventional low-pressure gasifiers. High-pressure operation also improves overall thermal efficiency and enables compact plant layouts suitable for modular expansion within the Louisiana Project.
The incorporation of carbon-capture and sequestration (“CCS”) can act as core design element, rather than an add-on, further differentiates the Company. Through its long-term partnership with Monroe Sequestration Partners, Southern Energy has secured access to Class VI injection wells in St. Charles Parish, ensuring the permanent geological disposition of captured CO₂ and eligibility for the maximum federal 45Q credit of up to $85 per metric ton of CO₂ permanently sequestered. When combined with 45Z clean-fuel production credits and Renewable Identification Number (“RIN”) generation under the Renewable Fuel Standard, these incentives materially strengthen project economics and help offset feedstock-price volatility.
Feedstock flexibility represents an additional advantage. The process can accommodate a range of woody biomass, agricultural residues and municipal solid waste. All locally sourced from Louisiana’s forestry and agricultural basins. Unlike lipid-based SAF producers who depend on limited supplies of used cooking oils or animal fats, Southern Energy’s biomass supply is both cost-stable and noncompetitive with food markets.
Early entry into Louisiana provides regulatory, logistical and workforce advantages. The state’s industrial infrastructure, proximity to major ports and EPA-approved Class VI primacy create a uniquely supportive environment for bio-industrial investment.
While the competitive landscape includes established refiners such as Neste, Marathon and Valero, as well as technology developers including LanzaTech, Gevo and Aemetis, Southern Energy’s carbon-negative design, integrated sequestration capacity and ability to produce both jet fuel, methanol and other products from a single process platform distinguish it from other participants in the market.
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Market Environment
Global demand for low-carbon fuels is projected to expand substantially through 2050. The International Energy Agency estimates that achieving aviation-sector net-zero emissions will require sustainable aviation fuel to supply approximately 65 percent of total emission reductions, equivalent to tens of billions of gallons annually. The U.S. Department of Energy, through its Sustainable Aviation Fuel Grand Challenge, has established a national goal of producing 3 billion gallons of SAF annually by 2030 and 35 billion gallons by 2050. Current domestic production capacity remains below 200 million gallons, implying a supply gap that presents substantial opportunities for new entrants such as Southern Energy.
In parallel, the International Maritime Organization has adopted targets requiring a 40 percent reduction in carbon intensity by 2030 and net-zero emissions by 2050. Green methanol is emerging as the principal alternative for ocean shipping and leading carriers have executed multiyear offtake agreements for renewable methanol exceeding 2 million tons per year beginning mid-decade. The convergence of aviation and maritime demand provides Southern Energy with diversified end markets.
Federal policy under the Inflation Reduction Act provides long-term production and investment credits that enhance project bankability. Sections 45Q (CCS), 45V (clean hydrogen) and 45Z (clean fuel production) collectively create a multi-layered incentive regime that can add $1.00 per gallon of qualifying fuel depending on carbon intensity. These incentives, combined with renewable-fuel standards and state programs such as California’s Low Carbon Fuel Standard, underpin the financial viability of large-scale biomass conversion.
The market, however, remains subject to risks including feedstock price fluctuations, changes in credit values and potential regulatory adjustments. Southern Energy’s diversified feedstock base and flexible product slate are designed to mitigate these exposures.
Material Agreements
Southern Energy’s business depends on several material contracts that establish the technological, logistical and financial foundation of its operations. Each contract has been structured to ensure long-term availability of core technology, feedstock, sequestration capacity and capital access.
Frontline BioEnergy License. As of the date of this joint proxy statement/prospectus, Southern Energy and DevvStream are negotiating a Project License Agreement with Frontline BioEnergy LLC, pursuant to which Southern Energy would be granted a fully paid-up, non-exclusive, non-transferable right to deploy Frontline’s BiM™ gasification and TARFREEGAS® syngas-cleanup process for a biomass-to-methanol plant with a design capacity of approximately 500 tons per day for the first phase. The license fee is expected to be $2.7 million in XCF Global Common Shares, valued as of the day prior to the transfer of the XCF Global Common Shares. The Project License Agreement is also expected to include royalties of $4 per short ton of feedstock used and 3% of the sales price of any biochar sold. The agreement is expected to include detailed performance guarantees, provisions for technical support during construction and commissioning and royalty obligations of three percent of gross revenue on volumes exceeding the nameplate design. The license term is expected to extend for the useful life of each facility using the technology. The closing of this agreement is material for the closing of the Business Combination.
Louisiana Economic Development. Southern Energy has entered into a non-binding LOI with LED in connection with SER’s proposed SAF manufacturing facility in St. Charles Parish, Louisiana. The LOI, executed under the leadership of LED Secretary Susan Bonnett Bourgeois and Jay Patel Chief Executive Officer, outlines the State of Louisiana’s support for the proposed project, including a customized incentive framework tied to the anticipated development of an approximately $1.4 billion advanced energy manufacturing facility and the creation of significant long-term employment opportunities within the State. The proposed incentive package includes potential participation in the Industrial Tax Exemption Program, LED FastStart® workforce development initiatives, and infrastructure-related performance grants, with an estimated aggregate potential value of approximately $119.7 million, subject to final approvals, contractual agreements, and achievement of investment and employment milestones. Southern Energy and its Chief Executive Officer believe the LOI and ongoing collaboration with LED and Secretary Bourgeois demonstrate meaningful state-level support for the project and reinforce Louisiana’s commitment to advancing domestic clean energy infrastructure, sustainable fuels production, workforce development, and long-term industrial investment. For more information, see the section titled — Business Overview — Pipeline and Growth Plans — Louisiana Economic Development.
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Monroe Sequestration Partnership. On May 8, 2025, EEME (which is expected to assign this agreement to Southern Energy) executed a Carbon Sequestration Services Agreement with Monroe Sequestration Partners LLC (“Monroe”). Monroe holds EPA-approved Class VI well permits within Louisiana and has capacity exceeding five million tons of CO₂ per year. The agreement grants Southern Energy exclusive rights to utilize specified injection capacity for CO₂ captured from its Louisiana Project. Monroe will construct, own and operate the storage infrastructure and provide permanent monitoring and verification to satisfy federal 45Q compliance. Fees are payable per metric ton injected and escalate annually by the consumer price index.
Southern Energy anticipates funding an extension of Frontline’s pilot plant in Iowa that will prove the integration of biomass gasification to methanol synthesis to jet fuel production. Frontline in the past has already demonstrated gasification integration with methanol synthesis using their low-pressure gasifier system. The improvement on this one is that it will be high pressure and include their tar-free gas system; that will reduce operational costs and ensure long-term performance with the presence of zero tars.
Strategic Partnership with PubCo. Under the Business-Combination Agreement with DevvStream Holdings Inc., PubCo will provide Measurement, Reporting and Verification (“MRV”) infrastructure, digital credit-issuance platforms and registry management to monetize carbon credits derived from Southern Energy’s operations. This arrangement integrates physical fuel production with digital-asset generation, ensuring transparency and revenue optimization.
Bond Financing and Incentives. Southern Energy intends to issue up to $402 million in private-activity, tax-exempt bonds to support construction of the Louisiana Project. As of the date of this joint proxy statement/prospectus, the Louisiana Community Development Authority (“LCDA”) has not yet authorized the issuance. The bonds are expected to bear an interest rate not to exceed 10.0 percent per annum and have a maturity term of up to 40 years from the date of issuance. Bank of America, located in St. Charles Parish, Louisiana, has been designated as the underwriting bank for the initial issuance. In addition to this authorization, Southern Energy is pursuing potential loan guarantees and grant funding under the U.S. Department of Energy’s Title 17 Clean Energy Financing Program and the U.S. Department of Agriculture’s Rural Energy for America Program to complement project financing and reduce overall cost of capital. Southern Energy is also working with Interlink Capital who is working with Export-Import Bank of the United States (EXIM) and the DOE loan program to finance multiple phases of the Aero Maris project. The issuance of these bonds is material for the closing of the Business Combination.
Feedstock Supply and Offtake. Southern Energy is negotiating multi-year feedstock supply agreements with forestry and agricultural-residue aggregators and has initiated offtake discussions with airlines and shipping companies seeking long-term SAF and green-methanol contracts. Final agreements are expected prior to FID. Management anticipates that the first facility’s output will be fully committed to undertake-or-pay or floor-price arrangements with creditworthy counterparties.
Southern Energy has entered into a LOI for green methanol offtake with Hapag-Lloyd AG. This offtake agreement includes co-investment based on certain milestones. Southern Energy is also negotiating off-take for bio-naptha, gasoline and SAF. Together, these agreements create a vertically integrated contractual structure designed to mitigate technological, feedstock and revenue risk while enabling long-term project financing.
USA competitiveness with China. It has been well known that China is leading the race in clean and renewables technologies. China has around 32% of the global market share for renewable energy, with the United States following behind with 11%. This is a strategic play from China to control the market in terms of the world looking to shift to cost competitive renewable energy and products. One reason they are able to move quickly is due to the government partnership China has in its territories. In terms of green methanol, the world’s largest producer is China and they are estimated to capture over 40% of the global market share by 40%. The United States must compete with China; as methanol is a base chemical that can be transformed into many things such as plastics, fuels, polymers and more. Producing more methanol increases energy dominance and makes it a strategic play. While methanol can be used to make jet fuel it can also be used to make gasoline, this one molecular serve as a building block for the United States to focus less on importing good and services. It allows the country to shift its focus in terms of exporting fuels, chemicals and cleaner products, while creating more high paying jobs. This is expected to bring more export dollars for the United States from Europe, Asia and Australia.
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Intellectual Property
Southern Energy has executed an agreement with the National Laboratory of the Rockies Lab (“NRL”), formerly known as the National Renewable Energy Laboratory, a U.S. Department of Energy national laboratory specializing in the research and development of energy efficiency, renewable energy, energy systems integration, and sustainable transportation, to license a technology that uses methanol to produce high octane gasoline and SAF. This technology has the potential to lower Capex for future plants and will be investigated by Southern Energy and NRL Southern Energy intends to continue investing in engineering optimization and to seek patent protection for unique process-integration elements where appropriate. Management believes its access to proven, field-tested intellectual property materially reduces execution risk relative to developers relying on unproven laboratory technologies.
Regulatory Matters
The Company’s activities are subject to comprehensive federal, state and local regulations. The principal regulatory regimes affecting operations include:
• Environmental Permitting. Under the Clean Air Act (“CAA”) and the Louisiana Air Quality Regulations, the Louisiana Project will require a Title V operating permit and New Source Review authorization. The facility will also obtain a National Pollutant Discharge Elimination System (“NPDES”) permit under the Clean Water Act, a Spill Prevention Control and Countermeasure plan under the Oil Pollution Act and storm-water discharge permits from the Louisiana Department of Environmental Quality (“LDEQ”).
• Carbon-Capture Regulation. Louisiana has primacy for Class VI underground-injection-well permitting under the Safe Drinking Water Act. Monroe Sequestration Partners, acting as operator, will maintain the injection-well permits, while Southern Energy will retain responsibility for capture and compression facilities. Continuous monitoring and verification data will be maintained to ensure eligibility for 45Q credits.
• Renewable Fuel Standard Compliance. To generate Renewable Identification Numbers (“RINs”), Southern Energy must register each facility with the U.S. Environmental Protection Agency (“EPA”) as a renewable-fuel producer and demonstrate that the fuel pathway meets the lifecycle-emission thresholds for “cellulosic biofuel” or “advanced biofuel”.
• Occupational Health and Safety. The Company’s operations are subject to the Occupational Safety and Health Act and comparable state requirements. Safety-management systems will conform to Process Safety Management (“PSM”) and Risk Management Plan (“RMP”) standards.
• Tax Incentive Eligibility. Qualification for 45Q, 45V and 45Z credits requires verified lifecycle-emissions modeling using the GREET framework and compliance with prevailing-wage and apprenticeship rules issued by the U.S. Department of the Treasury.
The Company continuously monitors regulatory developments. Changes in federal policy or revocation of tax incentives could affect project economics; however, management believes current law provides stable long-term support.
Properties
Southern Energy’s principal physical asset is the Louisiana Project site, consisting of approximately 1,100 contiguous acres of industrial-zoned land located in St. Charles Parish, Louisiana. The property is situated within a designated economic-development district offering ten-year ad valorem tax exemptions, workforce-training incentives and infrastructure-support programs administered by Louisiana Economic Development.
The site provides direct access to Class I rail, interstate highway and navigable-waterway infrastructure and is in proximity to pipeline corridors that will enable both product distribution and carbon-dioxide sequestration. The location is adjacent to existing high-voltage electrical and natural-gas transmission corridors and lies near established industrial utilities, minimizing the need for off-site infrastructure upgrades.
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Southern Energy intends to enter into a long-term ground lease or purchase agreement for the site upon financial close. Temporary offices are maintained in St. Charles Parish and corporate administrative functions are based virtually. None of the Company’s properties are subject to material liens or encumbrances and management believes the current real-estate holdings are sufficient to support ongoing development and operational requirements of the Louisiana Project.
Legal Proceedings
As of the date of this prospectus, neither Southern Energy nor its subsidiaries are party to or have knowledge of, any pending or threatened legal proceedings that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations. From time to time the Company may become involved in litigation arising in the ordinary course of business, including contractual disputes and regulatory matters. The Company maintains insurance policies customary for its industry and intends to vigorously defend its interests in any such proceedings should they arise.
Human Capital
Southern Energy views its human capital as a key strategic resource. The Company’s management believes that the recruitment, development and retention of qualified personnel are essential to its success in designing, constructing and operating large-scale renewable fuel facilities. As of May 10, 2026, Southern Energy employed three full-time professionals and consultants engaged across engineering, project development, finance, environmental compliance and corporate administration. The workforce is expected to expand significantly as the Louisiana Project advances toward construction.
Corporate History
Southern Energy was organized under the laws of the State of Louisiana as a corporation. The Company was established by a group of investors and management professionals with prior experience in energy infrastructure, engineering and environmental markets. Southern Energy’s founding objective was to commercialize advanced gasification and carbon-sequestration technologies capable of delivering carbon-negative fuels.
In 2025, the Company executed its Project License Agreement with Frontline BioEnergy LLC, obtained rights to Frontline’s BiM™ gasification and TARFREEGAS® syngas-cleanup technology and entered into a Carbon Sequestration Services Agreement MOU with Monroe Sequestration Partners. These transactions formed the technological and logistical foundation for the Louisiana Project, the Company’s first large-scale commercial development. During the same year, Southern Energy initiated site-selection and permitting activities in Louisiana, completed initial engineering studies and began forming relationships with prospective offtake partners in the aviation and shipping industries.
The Company anticipates organizing project-specific subsidiaries to own and finance each facility. This structure isolates project liabilities, enables non-recourse financing and allows participation by local investors and governmental authorities through tax-exempt bonds or development incentives.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF SOUTHERN ENERGY
The following discussion and analysis of the financial condition and results of operations of Southern Energy should be read in conjunction with the section titled “Selected Historical Financial Information of Southern Energy” and the historical audited and condensed interim financial statements and related notes of Southern Energy included elsewhere in this joint proxy statement/prospectus. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors”. Unless otherwise specified, all currency amounts are referenced in U.S. dollars.
Overview
Southern Energy is a development-stage alternative energy company organized under the laws of the State of Louisiana. Our core business objective is to design, finance, build, own, and operate next-generation alternative energy facilities focused on sustainable aviation fuel (“SAF”) and green methanol for the maritime sector. Unlike standard alternative energy facilities that rely predominantly on Hydro-processed Esters and Fatty Acids (HEFA) pathways, Southern Energy is establishing a methanol-to-jet approach. This advanced architecture delivers extensive feedstock flexibility — enabling the use of low-cost agricultural residues, sawmill residues, and other biomass waste materials to produce drop-in alternative fuels and chemical products at fossil parity without structural reliance on permanent government subsidies.
Southern Energy’s flagship project is the “AeroMaris Project,” a planned facility situated on approximately 1,100 acres in St. Charles Parish, Louisiana. The facility is being engineered to achieve a full build-out processing capacity of roughly 15,000 short tons per day of biomass feedstock across three sequential phases (Phase 1A, Phase 1B, and Phase 2). The operational layout vertically integrates a licensed high-pressure biomass gasification and synthesis-gas cleanup platform from Frontline BioEnergy LLC with commercial methanol-synthesis and methanol-to-propylene (MTP) licensed technologies from Air Liquide, which are subsequently oligomerized via an Axens commercial unit. The multi-stream architecture is designed to generate the following:
• Sustainable Aviation Fuel (SAF)
• Green maritime methanol
• Highly valued co-products, including renewable propylene, renewable gasoline, renewable propane gas, and bio-naphtha
To deliver a net-negative lifecycle carbon intensity, each Southern Energy facility will utilize on-site carbon capture units linked to pipeline interconnections with EPA Class VI injection formations operated by various operators, including, but not limited to, Monroe Sequestration Partners, for permanent CO2 geological storage. This structure positions us to qualify for the highest available federal incentives and optimize attribute monetization under federal frameworks, including Sections 45Q ($85 per metric ton for permanent sequestration), 45Z (Clean Fuel Production Credit), and 45V (Clean Hydrogen Credit), as well as EPA Renewable Identification Numbers (RINs) under the Environmental Protection Agency’s Renewable Fuel Standards, and California Low Carbon Fuel Standard (LCFS) credits.
The total anticipated investment to advance the AeroMaris Project across all phases to full commercial acceptance is expected to range between $6 billion and $7 billion. Southern Energy anticipates funding these requirements through a combination of municipal tax-exempt private-activity bonds, federal agency finance programs, public capital markets, and outside debt and equity investments.
Results of Operations
To date, Southern Energy has not generated any operating revenues from product commercialization or environmental attributes, and we do not anticipate generating revenues until the first commercial production phase of the AeroMaris Project is commissioned, targeted for 2029. Our operating performance reflects our development-stage status, with activities consisting entirely of project-level engineering, legal structuring, and corporate administrative overhead.
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Operating Expenses
Southern Energy’s operating expenses are categorized into the following core components:
Legal Fees
Legal fees reflects expenses directly attributable to corporate transaction structuring, due diligence, and the negotiation of combinations, including our historical Merger Agreement and the multi-party negotiations leading to the executed BCA.
Consulting Fees
Consulting fees includes expenditures for engineering specialists, environmental consultants, lobbyists, government consultants at the State and Federal level, and technical advisers reviewing our modular gasification layouts, process efficiencies, and Class VI pipeline interconnections.
General and Administrative Expenses
General and Administrative Expenses consists of standard corporate overhead, travel, website development, corporate filings, and administrative costs required to support project development.
Other Income (Expense)
Other income and expenses consist primarily of interest income or expense, bank fees, and financial advisory fees linked directly to capitalization activities.
Results of Operations
Comparison of the Three and Six Months Ended January 31, 2026, and the Period from Inception (May 15, 2025) to July 31, 2025
The following table sets forth Southern Energy’s condensed interim statements of loss for the specified periods:
|
For the |
For the |
For the |
||||||||||
|
Operating Expenses: |
|
|
|
|
|
|
||||||
|
Legal fees |
$ |
709,782 |
|
$ |
709,782 |
|
|
— |
|
|||
|
Consulting fees |
$ |
188,603 |
|
$ |
46,479 |
|
$ |
148,050 |
|
|||
|
General and administrative |
$ |
137,669 |
|
$ |
82,224 |
|
$ |
62,872 |
|
|||
|
Total Operating Expenses |
$ |
1,036,054 |
|
$ |
840,485 |
|
$ |
210,922 |
|
|||
|
Net Loss |
$ |
(1,036,054 |
) |
$ |
(840,485 |
) |
$ |
(210,922 |
) |
|||
Operating Expenses and Net Loss Trends
For the six months ended January 31, 2026, Southern Energy recorded an operating net loss of $1,036,054, driven primarily by $709,782 in legal fees incurred during the three and six months ended January 31, 2026. These legal expenditures reflect intense corporate activity centered on executing our three-party combination with XCF and DevvStream (as well as the prior two-way merger agreement with DevvStream), completing material due diligence, and compiling this registration statement.
Consulting fees for the six months ended January 31, 2026, were $188,603, compared to $148,050 for the historical audited period from inception to July 31, 2025. These outlays represent professional engineering fees deployed to finalize technology licensing layouts with Frontline BioEnergy and evaluate catalyst integrations with Axens and
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Air Liquide. General and administrative overhead expanded to $137,669 for the six months ended January 31, 2026, compared to $62,872 for the initial period ended July 31, 2025, driven by expanded business travel and project optimization milestones.
As a result of these transaction and operational movements, Southern Energy’s accumulated deficit grew from $210,922 as of July 31, 2025, to $1,246,976 as of January 31, 2026.
Liquidity and Capital Resources
Financial Position and Working Capital Deficiency
The following table summarizes Southern Energy’s balance sheet captions and core liquidity metrics as of January 31, 2026, and July 31, 2025:
|
As of |
As of |
|||||||
|
Prepaid operating deposit |
$ |
50,000 |
|
|
— |
|
||
|
Total Assets |
$ |
50,000 |
|
|
— |
|
||
|
Loan payable – related party |
$ |
1,185,210 |
|
$ |
175,422 |
|
||
|
Accounts payable – related party |
$ |
67,292 |
|
$ |
35,500 |
|
||
|
Accounts payable |
$ |
44,474 |
|
|
— |
|
||
|
Total Current Liabilities/Total Liabilities |
$ |
1,296,976 |
|
$ |
210,922 |
|
||
|
Common stock ($0.001 par value; 0 shares issued) |
|
— |
|
|
— |
|
||
|
Accumulated deficit |
$ |
(1,246,976 |
) |
$ |
(210,922 |
) |
||
|
Total Shareholder’s Equity (Deficiency) |
$ |
(1,246,976 |
) |
$ |
(210,922 |
) |
||
|
Total Liabilities and Shareholder’s Equity |
$ |
50,000 |
|
|
— |
|
||
As of January 31, 2026, Southern Energy had $0 in cash and cash equivalents, unchanged from its financial position as of July 31, 2025. Total assets were limited to a $50,000 prepaid operating deposit.
Total current liabilities expanded to $1,296,976 as of January 31, 2026, up from $210,922 as of July 31, 2025. This operational acceleration increased our working capital deficiency to $1,246,976. This working capital deficiency, combined with a lack of operational cash generation, crates a substantial doubt regarding Southern Energy’s ability to continue as a going concern.
Related Party Transactions and Funding Support
To maintain ongoing activities and bridge required capitalization and engineering cycles, Southern Energy has relied entirely on debt funding from related parties:
Loan Payable — Related Party
Southern Energy entered into a loan agreement with EEME Energy SPV I LLC (“EEME Energy”), its sole shareholder, which is 100% owned by Majique Ladnier, our President and sole director. During the six months ended January 31, 2026, Southern Energy secured a net cash infusion of $1,009,788 under this facility. This increased the outstanding loan payable balance to $1,185,210 as of January 31, 2026, compared to $175,422 as of July 31, 2025. This related-party facility is non-interest-bearing and is expected to be paid within one year.
Financial Commitments, Capitalizations, and Cash Flows
During the six months ended January 31, 2026, net cash provided by our related-party financing movements ($1,009,788 drawn on the loan payable, plus a $31,792 increase in related-party accounts payable, and $44,474 in general accounts payable vendor lines) was entirely absorbed by operating outlays consisting of our net loss of $1,036,054 and the $50,000 prepaid deposit placement. As a result, the net change in cash and cash equivalents for the period was $0.
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Capital Requirements and Post-Closing Liquidity
Our ongoing capital demands are substantial and are driven by our project-level execution targets. Independent standalone resources are insufficient to fund the multi-billion-dollar construction milestones required to advance the AeroMaris Project.
A primary strategic rationale for the Business Combination is to resolve these long-term funding demands. Transitioning into a combined company listed on the Nasdaq Stock Market through XCF alters our capital architecture. This public alignment is intended to enable the combined company to access institutional debt markets, attract private-equity co-investments, and optimize strategic partnerships to fund the estimated $6 billion to $7 billion full build-out of the St. Charles Parish facility.
Furthermore, this transaction balances our development timeline with operating platforms that are significantly closer to generating revenue. XCF’s operational execution at the New Rise Reno facility, paired with DevvStream’s asset-light environmental asset platform, provides near-term cash generation capability. This cash flow is expected to provide the combined balance sheet with the stability needed to insulate Southern Energy’s flagship development as we advance through capital-intensive construction phases.
Future Debt from Louisiana Private-Activity Bonds
To finance early-stage physical construction, Southern Energy is navigating the formal state approval process to finalize a tax-exempt private-activity bond facility via the Louisiana Community Development Authority (LCDA). The LCDA has allocated the potential issuance of up to $402 million in tax-exempt private-activity bonds, structured with a maximum interest rate of 10.0% per annum and an amortizing term not exceeding 40 years.
DA Davidson has been designated as the proposed initial bond underwriter and is completing its credit and technical evaluation of the opportunity. In the event that final credit approvals are not secured or the underwriting engagement is not finalized, Southern Energy intends to retain an alternative institutional investment bank to replace DA Davidson and execute the placement of the bond offering.
Income Taxes
Southern Energy accounts for income taxes in accordance with ASC 740, which requires the recognition of deferred tax assets and liabilities for the future tax consequences of temporary differences between the financial statement values and legal tax bases of our assets and liabilities.
For the period from inception to July 31, 2025, our statutory federal tax rate was 21.0%. Due to our pre-revenue development status and our historical cumulative net operating losses (NOLs), we determined that it is more likely than not that our net deferred tax assets will not be realized in the near term. Accordingly, we applied a full valuation allowance of 21.0% against our entire standalone tax asset pool.
As of July 31, 2025, our estimated deferred tax asset derived from our foundational net operating loss of $210,922 was $44,294. After applying the offsetting valuation allowance of $(44,294), our net deferred tax assets were evaluated as $0, and no provision or benefit for federal income taxes was recorded. We intend to continue to maintain a full valuation allowance until sufficient objective evidence of prospective profitability exists to support the reversal of the allowance.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent obligations. We evaluate our estimates on an ongoing basis based on historical data, specialized engineering advice, and macroeconomic trends. The areas requiring significant operational judgment include:
Impairment of Long-Lived Assets
We review long-lived assets, including capitalized site development costs, engineering layouts, and property, plant, and equipment (PP&E), for impairment whenever events or changes in commercial circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is verified by comparing the carrying amount of
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the asset to the estimated, undiscounted future net cash flows expected to be generated by the asset’s commercial operation. If the carrying value exceeds these undiscounted projections, an impairment charge is recorded equal to the amount by which the carrying asset value exceeds its implied fair value. To date, no impairment charges have been recognized.
Project Capitalization and Development Costs
Costs incurred in the exploratory and preliminary evaluation phases of our alternative energy projects are charged to project development or research and development expense as incurred. Direct engineering costs, front-end engineering designs (FEED), and physical site improvements are capitalized as construction-in-progress within property, plant, and equipment only when the underlying process technology achieves technical feasibility, environmental permitting milestones are finalized with regulatory agencies, and project financing is deemed probable of closure.
Commodity Feedstock and Energy Price Arbitrage
Our post-closing commercial margins depend on price volatility across our feedstock inputs and our physical fuel outputs. We are exposed to price fluctuations for biomass waste, sawmill residues, and agricultural feedstocks, as well as structural shifts in the spot prices of conventional Jet-A fuel, SAF, and marine diesel. The combined company intends to mitigate this exposure by executing long-term feedstock supply contracts and creditworthy commercial offtake commitments.
Additionally, because our process architecture allows for production flexibility between green maritime methanol and aerospace SAF, we intend to maintain the capacity to dynamically pivot our manufacturing output over the long term to exploit global market pricing arbitrage and maritime carbon-intensity mandates.
Interest Rate Volatility
Our primary financing strategy incorporates substantial long-term debt facilities, including the proposed $402 million LCDA private-activity bond offering. While the private-activity bonds feature a strict regulatory interest rate cap of 10.0% per annum, our final capital costs will fluctuate based on broader macroeconomic shifts, inflationary pressures, and changes in the credit spread demanded by institutional bond buyers prior to pricing. Higher debt service requirements would reduce our net returns and compress our available project cash flows.
Internal Control Over Financial Reporting Remediations
In connection with the preparation of our financial statements for this S-4 filing, we identified certain material weaknesses in our internal control over financial reporting due to an un-remediated lack of integrated accounting personnel and automated controls. These control gaps are typical for early-stage development companies that operate with limited financial staff.
Following the consummation of the Business Combination, Southern Energy’s reporting structures will be integrated into XCF’s centralized financial infrastructure. The combined management team intends to remediate these control gaps by deploying institutional accounting software, segregating financial duties, and implementing rigorous internal monitoring controls in order to comply with Section 404 of the Sarbanes-Oxley Act.
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INTERESTS OF XCF GLOBAL’S AND DEVVSTREAM’S DIRECTORS AND EXECUTIVE OFFICERS IN THE BUSINESS COMBINATION
In considering the recommendations of the XCF Global Board and Special Committee to the DevvStream Board of directors, stockholders and shareholders should be aware that, aside from their interests as stockholders and shareholders, certain of XCF Global’s and DevvStream’s officers, directors and significant equity owners may interests in the Business Combination that may be different from, or in addition to, the interests of stockholders and shareholders generally. The boards were aware of these interests and considered them, among other things, in evaluating and negotiating the Business Combination. The boards considered these interests in recommending that stockholders and shareholders vote to approve the proposals.
Relationships Between the Companies
As described elsewhere in this proxy statement/prospectus, certain stakeholders in XCF Global, DevvStream and Southern Energy have overlapping interests in the three companies:
• Both of XCF Global and DevvStream became publicly traded companies pursuant to business combinations with SPAC sponsors formed by Focus Impact Partners. In addition, Focus Impact Partners retains significant equity ownership interests in each of XCF Global and DevvStream. Focus Impact Partners provides certain consulting services to XCF Global and DevvStream pursuant to strategic consulting agreements. Focus Impact Partners is owned 50% each by Wray Thorn and Carl Stanton.
• Mr. Thorn, who is expected to serve on the board of XCF Global following the Business Combination, currently serves on the boards of directors of both XCF Global and DevvStream.
• Mr. Stanton, who is expected to serve on the board of XCF Global following the Business Combination, is the chairman of the DevvStream board and was previously a board observer for XCF Global.
• EEME and GL (which are owned by Majique Ladnier) are a significant equity investors in each of the three companies, including owning 100% of the Southern Energy equity. In addition, Ms. Ladnier is Southern Energy’s President and sole director.
Interests of DevvStream Directors and Executive Officers in the Merger
In considering the recommendation of the Special Committee to the DevvStream Board that DevvStream stockholders vote to approve the DevvStream Merger Proposal, DevvStream stockholders should be aware that, aside from their interests as stockholders of DevvStream, DevvStream’s directors and executive officers have interests in the Mergers that may be different from, or in addition to, the interests of DevvStream stockholders generally. The Special Committee to the DevvStream Board was aware of these interests and considered them, among other things, in evaluating and negotiating the Business Combination Agreement and the Mergers. The DevvStream Board considered these interests in recommending that DevvStream shareholders vote to approve the DevvStream Merger Proposal. These interests are further described below.
DevvStream’s current executive officers are as follows:
|
Name |
Title |
|
|
Sunny Trinh |
Chief Executive Officer |
|
|
Chris Merkel |
Chief Operating Officer and Corporate Secretary |
|
|
David Goertz |
Chief Financial Officer |
|
|
Carl Stanton |
Executive Chairman and Director |
|
|
Wray Thorn |
Director |
|
|
Michael Max Bühler |
Director |
|
|
Stephen Kukucha |
Director |
|
|
Jamila Piracci |
Director |
Pursuant to SEC rules, this disclosure also covers any former directors or executive officers of DevvStream who served in such role at any time since July 31, 2025.
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Certain Assumptions
Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions, as well as those described in the footnotes to the table in the section of this joint proxy statement/prospectus captioned “The Mergers — Interests of DevvStream Directors and Executive Officers in the Mergers — Quantification of Potential Payments and Benefits to DevvStream’s Named Executive Officers” below, were used:
• the effective time is , which is the assumed date of the effective time solely for purposes of the disclosure in this section (the “Assumed Effective Time”);
• For purposes of DevvStream RSU awards and Option awards, such awards shall be assumed to have a per share value upon assumption equal to $ per share of XCF Global common stock (the “Assumed Converted Award Value”), which represents the average closing market price per share of XCF Global common stock as quoted on the NASDAQ over the first five trading days following the first public announcement of the proposed merger on April 14, 2026; and
Treatment of Outstanding DevvStream Equity Awards
The following is an overview of the treatment of DevvStream equity awards applicable to DevvStream’s non-employee directors and executive officers. The Business Combination Agreement provides for the following treatment of DevvStream equity awards at the effective time of the DevvStream Merger:
• DevvStream RSU Awards (Restricted Stock Unit Awards): Pursuant to Section 1.3(e) of the Business Combination Agreement, at the effective time, each outstanding DevvStream RSU award, whether vested or unvested, granted under the DevvStream Corp. 2024 Equity Incentive Plan, the DevvStream Holdings Inc. 2022 Equity Incentive Plan, or otherwise, will be automatically assumed by XCF Global and converted into a restricted stock unit denominated in shares of XCF Global common stock (each, a “Converted RSU”). Each Converted RSU will cover that number of shares of XCF Global common stock equal to the product (rounded to the nearest whole number) of (a) the number of shares of DevvStream common stock underlying such DevvStream RSU immediately prior to the effective time and (b) the DevvStream Per Share Consideration. Each Converted RSU will continue to have and be subject to substantially the same terms and conditions as were applicable to the corresponding DevvStream RSU immediately prior to the effective time, including vesting and settlement conditions and dividend equivalent rights. No acceleration of vesting occurs solely as a result of the consummation of the Business Combination; however, executive officers whose employment is terminated without Cause or who resign for Good Reason within twelve (12) months following the effective time will be entitled to full acceleration of their Converted RSU awards pursuant to their employment agreements, as described below under “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination – Interests of DevvStream Directors and Executive Officers in the Mergers – Change in Control and Termination Benefits.” At the effective time, XCF Global will assume the DevvStream Equity Incentive Plans and will file a registration statement on Form S-8 (or other appropriate form) to register the shares of XCF Global common stock issuable upon vesting and settlement of the Converted RSUs.
• DevvStream Options: Pursuant to Section 1.3(d) of the Business Combination Agreement, at the effective time, each outstanding DevvStream option to purchase DevvStream common shares, whether vested or unvested, granted under the DevvStream Corp. 2024 Equity Incentive Plan, the DevvStream Holdings Inc. 2022 Equity Incentive Plan, the DevvESG Streaming Inc. 2022 Non-Qualified Stock Option Plan, or otherwise, will be automatically assumed by XCF Global and converted into an option to purchase shares of XCF Global common stock (each, a “Converted Option”). Each Converted Option will continue to have and be subject to substantially the same terms and conditions as were applicable to such DevvStream option immediately prior to the effective time (including expiration date, vesting conditions, and exercise provisions), except that (i) each Converted Option will be exercisable for that number of shares of XCF Global common stock equal to the product (rounded down to the nearest whole number) of (A) the number of DevvStream common shares subject to such DevvStream option immediately before the effective time and (B) the DevvStream Per Share Consideration; and (ii) the per share exercise price for each share of XCF Global common stock issuable upon exercise of such Converted Option will be equal to the quotient (rounded up to the nearest whole cent) of (A) the exercise price per DevvStream common share
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of such DevvStream option immediately before the effective time divided by (B) the DevvStream Per Share Consideration; provided that the exercise price and the number of shares purchasable under each Converted Option will be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code and, in the case of any incentive stock option, Section 424(a) of the Code. No acceleration of vesting occurs solely as a result of the consummation of the Business Combination; however, executive officers whose employment is terminated without Cause or who resign for Good Reason within twelve (12) months following the effective time will be entitled to full acceleration of their Converted Options pursuant to their employment agreements, as described below under “Change in Control and Termination Benefits.” Prior to the effective time, as a result of the Domestication, each DevvStream option will have converted automatically on a one-for-one basis into an option of the post-Domestication DevvStream entity on substantially similar terms.
Treatment of Outstanding Equity Awards — Summary Tables
Non-Employee Directors
The following table sets forth, for each of DevvStream’s directors, the outstanding vested DevvStream RSU awards and DevvStream Option awards expected to be held by each of DevvStream’s directors immediately prior to the Assumed Effective Time, and the estimated value of such awards based on the Assumed Converted Award Value of $ per share. Depending on when the actual effective time occurs, certain of these DevvStream equity awards may be exercised or expire prior to the effective time in accordance with their terms and independent of the occurrence of the merger. All share numbers have been rounded to the nearest whole number.
|
Executive Officers |
Number of |
Value of |
Number of |
Value of |
||||
|
Wray Thorn |
— |
— |
— |
— |
||||
|
Carl Stanton |
— |
— |
— |
— |
||||
|
Michael Max Bühler |
— |
— |
3,900 |
|||||
|
Stephen Kukucha |
— |
— |
7,646 |
|||||
|
Jamila Piracci |
— |
— |
4,588 |
The following table sets forth the outstanding unvested DevvStream RSU awards and DevvStream Option awards expected to be held by each of DevvStream’s directors immediately prior to the Assumed Effective Time and the estimated value of such awards based on the Assumed Converted Award Value. Depending on when the actual effective time occurs, certain of these equity awards may have vested, been exercised and/or been cancelled, in each case, prior to the actual effective time in accordance with their terms and independent of the occurrence of the Mergers. All share and unit numbers have been rounded to the nearest whole number.
|
Executive Officers |
Number of |
Value of |
Number of |
Value of |
||||
|
Wray Thorn |
— |
— |
— |
— |
||||
|
Carl Stanton |
— |
— |
— |
— |
||||
|
Michael Max Bühler |
— |
— |
688 |
|||||
|
Stephen Kukucha |
— |
— |
— |
— |
||||
|
Jamila Piracci |
— |
— |
— |
— |
Executive Officers
The following table sets forth, for each of DevvStream’s executive officers, the outstanding vested DevvStream RSU awards and DevvStream Option awards expected to be held by each of DevvStream’s executive officers immediately prior to the Assumed Effective Time, and the estimated value of such awards based on the Assumed Converted Award
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Value of $ per share. Depending on when the actual effective time occurs, certain of these DevvStream equity awards may be exercised or expire prior to the effective time in accordance with their terms and independent of the occurrence of the merger. All share numbers have been rounded to the nearest whole number.
|
Executive Officers |
Number of |
Value of |
Number of |
Value of |
||||
|
Sunny Trinh |
120,857 |
— |
— |
|||||
|
Chris Merkel |
5,516 |
11,667 |
||||||
|
David Goertz |
4,167 |
1,667 |
The following table sets forth the outstanding unvested DevvStream RSU awards and DevvStream Option awards expected to be held by each of DevvStream’s executive officers immediately prior to the Assumed Effective Time and the estimated value of such awards based on the Assumed Converted Award Value. Depending on when the actual effective time occurs, certain of these equity awards may have vested, been exercised and/or been cancelled, in each case, prior to the actual effective time in accordance with their terms and independent of the occurrence of the Mergers. All share and unit numbers have been rounded to the nearest whole number.
|
Executive Officers |
Number of |
Value of |
Number of |
Value of |
||||
|
Sunny Trinh |
2,360 |
— |
— |
|||||
|
Chris Merkel |
1,392 |
23,333 |
||||||
|
David Goertz |
1,667 |
3,333 |
Related Parties
The following table sets forth, for each related party of the executive officers and directors of DevvStream, the outstanding vested DevvStream RSU awards and DevvStream Option awards expected to be held by each related party immediately prior to the Assumed Effective Time, and the estimated value of such awards based on the Assumed Converted Award Value of $ per share. Depending on when the actual effective time occurs, certain of these DevvStream equity awards may be exercised or expire prior to the effective time in accordance with their terms and independent of the occurrence of the merger. All share numbers have been rounded to the nearest whole number.
|
Executive Officers |
Number of |
Value of |
Number of |
Value of |
||||
|
Focus Impact Partners |
||||||||
|
Focus Impact Sponsor |
The following table sets forth the outstanding unvested DevvStream RSU awards and DevvStream Option awards expected to be held by each related party of the executive officers and directors of DevvStream immediately prior to the Assumed Effective Time and the estimated value of such awards based on the Assumed Converted Award Value. Depending on when the actual effective time occurs, certain of these equity awards may have vested, been exercised and/or been cancelled, in each case, prior to the actual effective time in accordance with their terms and independent of the occurrence of the Mergers. All share and unit numbers have been rounded to the nearest whole number.
|
Executive Officers |
Number of |
Value of |
Number of |
Value of |
||||
|
Focus Impact Partners |
||||||||
|
Focus Impact Sponsor |
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Change in Control and Termination Benefits for DevvStream Executive Officers and Non-Employee Directors
Each of Sunny Trinh, DevvStream’s Chief Executive Officer, and Chris Merkel, DevvStream’s Chief Operating Officer and Corporate Secretary, is party to an executive employment agreement with DevvStream that became effective upon the closing of DevvStream’s November 2024 business combination. Under each agreement, if the executive’s employment is terminated by DevvStream without cause or the executive resigns for good reason, the executive is entitled, subject to the execution and non-revocation of a release of claims, to severance and change in control benefits as described below.
Under the employment agreements, a “Corporate Transaction” is generally defined to include a merger or consolidation in which the DevvStream is not the surviving entity, a sale of all or substantially all of the DevvStream’s assets, a complete liquidation or dissolution, certain reverse mergers, or an acquisition by any person or group of more than fifty percent (50%) of the total combined voting power of the DevvStream’s outstanding securities.
Severance Benefits (Absent a Corporate Transaction). If the DevvStream terminates an executive’s employment without Cause or the executive resigns for Good Reason, the executive is entitled to (i) accrued obligations (earned base salary, vacation pay, and vested benefits) and (ii) cash severance equal to twelve (12) months of the executive’s then-current base salary, payable in equal installments over twelve months. Mr. Trinh’s current annual base salary is $250,000 and Mr. Merkel’s is $205,000.
Change in Control Benefits. If, within twelve (12) months following the consummation of a Corporate Transaction, the DevvStream terminates an executive’s employment without Cause (other than by reason of death or Total Disability) or the executive resigns for Good Reason, the executive is entitled to receive (1) the Severance Benefits described above, and (2) full acceleration of all outstanding DevvStream equity awards granted prior to the Corporate Transaction. Time-based awards vest in full, and performance-based awards vest at the greater of target-level performance or actual performance measured as of the date of termination (collectively, the “Change in Control Benefits”). The Merger is expected to constitute a Corporate Transaction for these purposes. No equity acceleration or enhanced severance is triggered solely by a Corporate Transaction absent a qualifying termination.
Good Reason is defined as (i) a material reduction in base salary or (ii) a material reduction in duties, authority, responsibilities, or title, in each case without the executive’s consent, subject to a 30-day notice and 30-day cure period.
Conditions. All severance and change in control benefits are contingent upon the executive’s timely execution of a general release of claims, resignation from all positions with the DevvStream and its affiliates, return of DevvStream property, and compliance with post-termination restrictive covenants, including twelve-month non-competition and non-solicitation obligations.
Section 280G Cutback. If any payments to an executive would constitute “parachute payments” subject to the excise tax under Section 4999 of the Internal Revenue Code, the benefits will be reduced to the extent necessary to avoid the excise tax, but only if such reduction would result in a greater after-tax benefit to the executive than receiving the full amount.
Non-Employee Directors. The DevvStream’s Non-Employee Directors do not have individual change in control severance agreements.
In addition, under the Business Combination Agreement, during the period between signing and closing, DevvStream may not, without the prior written consent of XCF and Southern, increase the compensation of, or make any retention, change in control, transaction or severance payment to, any officer or director, grant any new equity or equity-based awards, or accelerate the vesting of any compensation or benefits.
Support and Lock-Up Agreements
Concurrently with the execution of the Business Combination Agreement, each of DevvStream’s directors and executive officers, in their capacities as DevvStream securityholders, entered into a Support and Lock-Up Agreement with XCF, pursuant to which, among other things, each such individual agreed (i) to vote all DevvStream securities beneficially owned by such individual in favor of the DevvStream Merger Proposal and against any competing transaction, and (ii) to certain restrictions on the transfer of the shares of XCF common stock received by such individual in the Merger for a period of six months following the Closing, subject to customary exceptions.
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New Compensation Arrangements; Continuing Employment
As of the date of this proxy statement/prospectus, none of DevvStream’s executive officers has entered into any agreement, arrangement or understanding with XCF, Southern or any of their respective affiliates regarding employment, compensation or other service with the combined company following the closing. Prior to or following the closing, certain of DevvStream’s executive officers may discuss or enter into agreements with XCF regarding post-closing employment or other service arrangements; any such arrangement entered into prior to the closing would require the prior written consent of XCF and Southern under the Business Combination Agreement.
Board of Directors of the Combined Company
Pursuant to the BCA, the Post-Closing Company Board will consist of seven (7) directors, including: (A) four (4) directors who shall be designated by the Company prior to the Closing (one of whom shall be the Chief Executive Officer of the Company, Christopher Cooper), (B) two (2) directors designated by Southern Energy (Chad J. Langley and John Wharton), and (C) one (1) director who shall be designated by DevvStream prior to the Closing. See the section entitled “Information about XCF Global Upon Completion of the Business Combination — Directors and Executive Officers of XCF Global Upon Completion of the Business Combination” beginning on page 298 for additional information.
Compensation and Indemnification Following the Effective Time
The Business Combination Agreement provides that all rights to indemnification, advancement of expenses and exculpation existing in favor of the current and former directors and officers of DevvStream (the “D&O Indemnified Persons”) as of the date of the Business Combination Agreement will survive the Merger and will be honored by the combined company for a period of six years following the closing, and may not be amended, repealed or otherwise modified during such period in any manner adverse to the D&O Indemnified Persons. These obligations are enforceable by the D&O Indemnified Persons and their heirs and legal representatives, and must be assumed by any successor to the combined company.
In addition, prior to the Effective Time, DevvStream is required to purchase a fully prepaid, non-cancellable directors’ and officers’ liability insurance policy providing coverage for a period of six years following the closing with respect to claims arising from facts or events occurring at or prior to the Effective Time, with coverage no less favorable than DevvStream’s existing policies; provided that the aggregate cost of such tail policy may not exceed 250% of DevvStream’s current annual directors’ and officers’ liability insurance premiums, and if equivalent coverage cannot be obtained within that limit, DevvStream is required to purchase the best available coverage within that limit.
XCF has agreed to provide DevvStream employees who continue employment with XCF or its subsidiaries, including, but not limited to, DevvStream, following the effective time, including DevvStream’s current executive officers, with certain levels of compensation and benefits, as described in more detail in the section titled “Interests of XCF Global’s and DevvStream’s Directors and Executive Officers in the Business Combination”.
Quantification of Potential Payments and Benefits to DevvStream’s Named Executive Officers
The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Mergers that DevvStream’s named executive officers have or could receive in connection with the Mergers. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section, we use such term to describe the merger-related compensation payable to DevvStream’s named executive officers. For additional details regarding the terms of the payments and benefits described below, see the discussion above.
The amounts set forth below are estimates of amounts that would be payable to DevvStream’s named executive officers using the assumptions described above under “— Certain Assumptions.” These estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this joint proxy statement/prospectus. Some of the assumptions are based on information not currently available, and as a result the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. All dollar amounts set forth below have been rounded to the nearest whole number.
|
Name |
Cash |
Equity |
Total |
|||
|
Sunny Trinh |
||||||
|
Chris Merkel |
||||||
|
David Goertz |
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INFORMATION ABOUT XCF GLOBAL UPON COMPLETION OF THE BUSINESS COMBINATION
Directors and Executive Officers of XCF Global upon the Completion of the Business Combination
The following table provides information regarding the expected executive officers and non-executive officer directors of XCF Global upon the completion of the Business Combination. There are no family relationships among any of our executive officers and non-executive officer directors.
Pursuant to the BCA, following the closing of the Business Combination, the XCF post-closing board will consist of seven (7) directors (the “Post-Closing Company Board”), including: (A) four (4) directors who shall be designated by the Company prior to the Closing (one of whom shall be the Chief Executive Officer of the Company, Christopher Cooper), (B) two (2) directors designated by Southern Energy (Chad J. Langley and John Wharton), and (C) one (1) director who shall be designated by DevvStream prior to the Closing.
|
Name |
Age |
Position |
||
|
Executive Officers |
||||
|
Christopher Cooper |
56 |
Chief Executive Officer, Director |
||
|
Non-Executive Officer Directors |
||||
|
Chad J. Langley |
50 |
Director |
||
|
John Wharton |
68 |
Director |
Executive Officers
Christopher Cooper. Mr. Christopher Cooper leverages more than 25 years of experience in the global energy industry. He most recently served as Head of Renewables Trading at BGN, a leading energy and commodities trading company, from November 2023 to November 2025. From July 2022 to November 2023, he served as President of Neste U.S. (North America), where he led strategy, operations, and stakeholder engagement, following his tenure as Vice President, Americas, Renewable Aviation from January 2020 to July 2022. From 2017 to 2019, Mr. Cooper served as Executive Vice President at Mercury Fuels, where he focused on renewable fuel commercialization and trading. Earlier in his career, Mr. Cooper spent 17 years at Phillips 66 and Chevron, holding positions of increasing responsibility in commercial strategy, downstream operations, and business development. He served with Phillips 66 from 2012 to 2017 and with Chevron from 2000 to 2012. His background combines operational depth with an international perspective on energy transition, renewable fuels, and infrastructure innovation. Mr. Cooper is a professional pilot and holds a Bachelor of Science in Business Management from the University of Phoenix and a Master of Business Administration from Oklahoma Wesleyan University.
Non-Executive Officers Directors
Chad J. Langley. Mr. Langley has over 20 years of experience as a corporate lawyer and finance professional advising on and structuring corporate finance and capital markets transactions across the US, Europe and the Middle East. From 2019 through 2024, Mr. Langley worked as a managing director at AlTi Global, Inc. (formerly Alvarium Investments), an international wealth and asset manager with $90 billion AUM/AUA, where Mr. Langley focused on private capital markets investment activities for institutional and sovereign clients. While at AlTi Global, Mr. Langley also acted as the chief executive officer of AlTi Strategic Advisory (US) BD, LLC, its U.S. broker-dealer, advising clients on cross-border M&A and global capital raising transactions, and served as a member of its Co-Investment Committee. Since 2025, Mr. Langley has been active through RAC Ventures LLC where he focuses on providing strategic advice and structuring of direct and co-investments. Mr. Langley began his career as a corporate M&A lawyer at Skadden, Arps, Slate, Meagher and Flom LLP in New York. He holds a J.D. from University of Michigan Law School and a B.S. from University of Virginia, McIntire School of Commerce. We believe Mr. Langley’s extensive experience as a corporate lawyer and finance professional makes him well qualified to serve as a member of our Board.
John Wharton. Major General John F. Wharton, retired, served the U.S. Army for more than three decades in senior leadership roles spanning technology, acquisition, logistics and national security. Mr. Wharton previously commanded the U.S. Army Research, Development and Engineering Command (“RDECOM”), leading 13,800 scientists across more than 100 global locations and overseeing 75% of the U.S. Army’s R&D budget, including leadership of five Presidential National Manufacturing Innovation Institutes. Mr. Wharton also served as commanding general of the U.S. Army Sustainment Command and chief of staff of the U.S. Army Materiel Command, overseeing global
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sustainment, industrial base operations and multi-billion-dollar acquisition and foreign military sales portfolios. Currently, Mr. Wharton advises governments, industry and academia on technology acceleration, national security, industrial development and economic resilience, and serves as senior advisor to The Chertoff Group. Mr. Wharton is a graduate of the United States Military Academy at West Point and holds a master’s degree in National Security and Strategic Studies from the U.S. Naval War College. We believe Mr. Wharton’s leadership roles and R&D experience makes him well qualified to serve as a member of our Board.
Committees of the XCF Global Board upon the Completion of the Business Combination
Upon the consummation of the Merger, the XCF Global Board shall establish an audit committee, compensation committee and a nominating and governance committee, each of which shall operate pursuant to a committee charter. The XCF Global Board may establish other committees to facilitate the management of its business. The expected composition and functions of each committee are described below.
Audit Committee
The audit committee shall consist of , and , with serving as the chairperson of the audit committee.
The purpose of the audit committee is to assist the board of directors in its oversight of:
• the quality and integrity of XCF Global’s financial statements;
• the accounting and financial reporting processes, including the effectiveness of XCF Global’s internal controls over financial reporting;
• XCF Global’s compliance with legal and regulatory requirements;
• the quality and integrity of the annual audit, including the independent auditor’s qualifications and independence;
• the performance of XCF Global’s independent auditor; and
• the design and implementation of XCF Global’s internal audit function, and the performance of the internal audit function after it has been established.
The XCF Global Board has determined that each of , and is an independent director under Nasdaq listing rules, is independent under Rule 10A-3 of the Exchange. The XCF Global Board has further determined that each of the members of the audit committee satisfy the financial literacy and sophistication requirements of the SEC and Nasdaq listing rules. In addition, the XCF Global Board has determined that qualifies as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.
Following the consummation of the Merger, the audit committee charter shall be available on XCF Global’s website.
Compensation Committee
The compensation committee shall consist of John Wharton, and , with Mr. Wharton serving as the chairperson of the compensation committee.
The purpose of the compensation committee is to assist the board of directors in its oversight of the compensation of XCF Global’s executive officers and non-employee directors. Specific responsibilities of the compensation committee include:
• review and approve the goals and objectives with respect to the compensation of the XCF Global’s chief executive officer, evaluate the performance of the chief executive officer in light of the goals and objectives and, based upon this evaluation, and review and set, or make recommendations to the board of directors regarding the compensation of the chief executive officer;
• oversee an evaluation of the individuals, other than the chief executive officer, who are “officers” under Rule 16a-1(f) of the Exchange Act, and, after considering such evaluation, will review and set, or make recommendations to the board of directors regarding the compensation of such officers;
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• review and make recommendations to the board of directors regarding compensation of the board of directors’ non-employee directors, including equity-based awards;
• review and approve XCF Global’s overall compensation philosophy and related compensation and benefit programs, policies, and practices;
• review and approve or make recommendations to the board of directors regarding XCF Global’s incentive compensation, equity-based plans, and other benefit plans; and
• oversee all matters relating to stockholder approval of executive compensation, including advisory votes on executive compensation (“say-on-pay” votes), the frequency of such votes (“say-when-on-pay” votes), and the appropriate Committee or recommended board of directors response to such votes.
The XCF Global Board has determined that Mr. Wharton, and are independent as defined under the applicable Nasdaq listing standards, including the standards specific to members of a compensation committee.
Following the consummation of the Merger, the compensation committee charter shall be available on XCF Global’s website.
Nominating and Governance Committee
The nominating and governance committee shall consist of , and , with serving as the chairperson of the nominating and governance committee.
The purpose of the nominating and governance committee is to assist the board of directors with tasks including:
• identify individuals qualified to become members of the board of directors consistent with criteria approved by the board of directors and to recommend that the board of directors select the director nominees for the next annual meeting of stockholders;
• develop and recommend to the board of directors a set of Corporate Governance Guidelines;
• oversee the evaluation of the board of directors and committees of the board of directors; and
• assist the board of directors with corporate governance matters
The XCF Global Board has determined that , and are independent as defined under the applicable Nasdaq listing standards.
Following the consummation of the Merger, the nominating and governance committee charter will be available on XCF Global’s website.
Canadian Reporting Obligations of XCF Global Following the Business Combination
Upon consummation of the Business Combination, XCF Global will become a reporting issuer in the provinces of British Columbia, Alberta and Ontario and will be subject to Canadian continuous disclosure and other reporting obligations under applicable Securities Laws. Most Canadian continuous disclosure requirements are set forth in National Instrument 51-102 — Continuous Disclosure Obligations (“NI 51-102”) of the Canadian Securities Administrators. The application of these requirements to XCF Global is modified by various rules providing exemptions for non-Canadian issuers in certain circumstances, including in NI 51-102, National Instrument 71-101 — The Multijurisdictional Disclosure System (“NI 71-101”) and National Instrument 71-102 — Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (“NI 71-102”). NI 51-102 generally requires that issuers file audited annual financial statements and unaudited interim financial statements meeting certain requirements, management’s discussion and analysis relating to its annual and interim financial statements, an annual information form, material change reports and other disclosure items at prescribed times and/or upon the occurrence of certain specified events. XCF Global is expected to be able to satisfy most of its Canadian reporting obligations under Securities Laws by filing certain of its U.S. disclosure documents in accordance with the exemptions set forth in NI 71-101 and NI 71-102 on SEDAR+ at www.sedarplus.ca. In addition, insiders of XCF Global will be exempt from insider reporting obligations under Canadian Securities Laws if the insider complies with the requirements of United States Securities Laws with respect to insider reporting.
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The distribution of XCF Global common shares pursuant to the DevvStream Merger will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian Securities Laws. To the extent Canadian Securities Laws apply, however, the first trade in the XCF Global common shares issued pursuant to the DevvStream Merger also will not be subject to the prospectus requirements of applicable Canadian Securities Laws, provided certain customary conditions are satisfied, including that such trade is not a control distribution, that no unusual effort is made to prepare the market or to create a demand for such shares, no extraordinary commission or consideration is paid in respect of the trade and that, if the selling securityholder is an insider or officer of XCF Global (as determined under applicable Canadian Securities Laws), the insider or officer has no reasonable grounds to believe that XCF Global is in default of Canadian Securities Laws. In addition, when selling the XCF Global common shares, holders who engage in the business of trading in securities, or hold themselves out as engaging in the business of trading in securities may also be subject to dealer registration requirements of applicable Canadian Securities Laws. If a holder requires advice on the application of Canadian Securities Laws to the trade of XCF Global common shares, the holder should consult its own legal advisor.
Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions
As a reporting issuer in British Columbia, Alberta and Ontario, DevvStream is subject to Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”). MI 61-101 regulates certain types of transactions to ensure fair treatment among securityholders and generally requires enhanced disclosure and, in certain instances, minority approval (as described below), independent valuations and approval and oversight of transactions by a special committee of independent directors. The protections afforded by MI 61-101 apply to “business combinations” (as defined in MI 61-101) which terminate the interests of securityholders without their consent.
If any “related party” (as defined in MI 61-101) of DevvStream is entitled to receive, directly or indirectly, a “collateral benefit” (as defined in MI 61-101) as a consequence of the DevvStream Merger, the DevvStream Merger may constitute a business combination for the purposes of MI 61-101 and the DevvStream Merger Proposal may require “minority approval” (as defined in MI 61-101) in accordance with MI 61-101. If “minority approval” is required under MI 61-101, MI 61-101 would require that, in addition to approval from holders of a majority of the outstanding Common Shares of DevvStream entitled to vote in person or by proxy, the DevvStream Merger Proposal would also require the approval of a simple majority of votes cast by DevvStream Shareholders excluding votes cast in respect of DevvStream Shares held by the Persons described in items (a) through (d) of section 8.1(2) of MI 61-101.
A collateral benefit includes any benefit that a related party of DevvStream (which includes the directors and senior officers of DevvStream and its affiliates) is entitled to receive, directly or indirectly, as a consequence of the DevvStream Merger, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of DevvStream; however, such a benefit will not constitute a collateral benefit provided that certain conditions are satisfied. Under MI 61-101, a benefit received by a related party of DevvStream is not considered to be a collateral benefit if the benefit is: (a) a payment or distribution per DevvStream Share that is identical in amount and form to the entitlement of other DevvStream Shareholders; or (b) received solely in connection with the related party’s services as an employee, director or consultant of DevvStream or of an affiliated entity of DevvStream, and (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the XCF Global common shares paid to the related party for securities relinquished under the DevvStream Merger; (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the DevvStream Merger in any manner; (iii) full particulars of the benefit are disclosed in this Proxy Statement; and (iv) at the time the DevvStream Merger was agreed to, the related party and its associated entities beneficially own or exercise control or direction over, less than 1% of the outstanding DevvStream Shares (calculated as set forth in MI 61-101); or (c) certain other conditions are satisfied.
Following disclosure by each director and senior officer of DevvStream of the number of securities held by them and whether they expect to receive, directly or indirectly, as a consequence of the DevvStream Merger, any benefit, DevvStream has considered whether any of these matters may constitute a “collateral benefit” for purposes of MI 61-101 such that the DevvStream Merger would therefore constitute a “business combination” under MI 61-101. DevvStream has determined that no related party of DevvStream will receive a collateral benefit and, accordingly, the DevvStream Merger is not considered to be a “business combination” in respect of DevvStream, and as a result, no “minority approval” will be required for the DevvStream Merger Proposal. In addition, since the DevvStream Merger Proposal does not constitute a business combination, no formal valuation of DevvStream is required for the DevvStream Merger under MI 61-101.
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DESCRIPTION OF XCF GLOBAL CAPITAL STOCK
The following summary of the material terms of XCF Global securities and is not intended to be a complete summary of the rights and preferences of such securities. XCF Global urges you to read XCF Global’s amended and restated certificate of incorporation (the “XCF Charter”) and XCF Global’s amended and restated bylaws (the “XCF Bylaws”) in their entirety for a complete description of the rights and preferences of our securities.
Capital Stock
Our Charter authorizes the issuance of 550,000,000 shares, consisting of two classes of stock: (i) 500,000,000 shares of XCF Global Common Stock and (ii) 50,000,000 shares of preferred stock, par value $0.0001 per share. The XCF Global Authorized Stock Increase Proposal aims at increasing the number of shares of XCF Global Common Stock that XCF Global is authorized to issue to 1,700,000,000.
Voting Power
Except as otherwise provided in our Charter or as required by applicable law, holders of common stock will each be entitled to one vote per share. Currently, we do not have any shares of preferred stock outstanding. If we do issue shares of preferred stock in the future, such shares may or may not have voting rights.
Dividends
Subject to any preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock will be entitled to receive dividends and other distributions as may from time to time be declared by our board of directors, in its discretion out of legally available assets, ratably in proportion to the number of shares held by each such holder and at such times and in such amounts as the board of directors in its discretion may determine.
Liquidation, Dissolution or Winding Up
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after payment of debts and other liabilities and of and the rights of holders of preferred stock, if any, have been satisfied, the holders of all outstanding shares of our common stock will be entitled to receive our remaining assets available for distribution ratably in proportion to the number of shares held by each such stockholder.
Election of Directors
In general, directors are elected by a majority of the votes cast at an annual meeting of stockholders by holders of our common stock, voting as a single class.
At the closing of the Business Combination, we entered into an Agreement Regarding Board Nomination Rights (the “Board Agreement”) Focus Impact BHAC Sponsor, LLC (“Sponsor”), which provides that for as long as the Sponsor maintains minimum ownership levels of our common stock, the Sponsor will be entitled to designate up to two directors Under the terms of the Board Agreement, the Sponsor currently is able to designate one director and that right will increase to a right to designate a second director in the event our board of directors is expanded to nine directors from six and the designation would not otherwise create adverse issues under Nasdaq listing requirements regarding board independence. If the Sponsor’s ownership level drops below certain specified levels, it will either be limited to designating one director, subject to the other terms of the Board Agreement or will lose its designation right entirely. In addition, under the terms of the Board Agreement, the Sponsor is entitled to designate one person as board observer. We are obligated to take certain actions to assure that the Sponsor designees are nominated as directors.
Listing of Common Stock
Our common stock is currently listed on the Nasdaq Capital Market under the trading symbol “SAFX”.
Warrants
Upon the closing of the Business Combination, we assumed Focus Impact’s obligations under their outstanding warrants. Each outstanding warrant will entitle the holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as discussed below. A warrant holder may exercise its warrants only for a
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whole number of shares of our common stock. The warrants will expire five years after the closing of the Business Combination (the closing occurred on June 6, 2025), at 5:00 p.m., New York City time or earlier upon redemption or liquidation.
Redemption of Warrants
Redemption of warrants when the price per share of our common stock equals or exceeds $18.00.
We may call the warrants for redemption:
• in whole and not in part;
• at a price of $0.01 per warrant;
• upon a minimum of 30 days’ prior written notice of redemption or the 30-day redemption period, to each warrant holder; and
• if and only if, the closing price of our common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”).
Redemption of warrants when the price per share of our common stock equals or exceeds $10.00.
Once the warrants become exercisable, we may redeem the outstanding warrants:
• in whole and not in part;
• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our common stock except as otherwise described below;
• if and only if, the closing price of our common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-Dilution Adjustments”) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and
• if and only if, the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-Dilution Adjustments”), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants.
Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of shares of our common stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day immediately following the 10-trading day period described above ends.
The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-Dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment,
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multiplied by a fraction, the numerator of which is the exercise price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the market value and the newly issued price as set forth under the heading “— Anti-Dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.
|
Redemption Date |
Fair Market Value of Common Stock |
|||||||||||||||||
|
<10.00 |
11.00 |
12.00 |
13.00 |
14.00 |
15.00 |
16.00 |
17.00 |
>18.00 |
||||||||||
|
60 months |
0.261 |
0.281 |
0.297 |
0.311 |
0.324 |
0.337 |
0.348 |
0.358 |
0.361 |
|||||||||
|
57 months |
0.257 |
0.277 |
0.294 |
0.310 |
0.324 |
0.337 |
0.348 |
0.358 |
0.361 |
|||||||||
|
54 months |
0.252 |
0.272 |
0.291 |
0.307 |
0.322 |
0.335 |
0.347 |
0.357 |
0.361 |
|||||||||
|
51 months |
0.246 |
0.268 |
0.287 |
0.304 |
0.320 |
0.333 |
0.346 |
0.357 |
0.361 |
|||||||||
|
48 months |
0.241 |
0.263 |
0.283 |
0.301 |
0.317 |
0.332 |
0.344 |
0.356 |
0.361 |
|||||||||
|
45 months |
0.235 |
0.258 |
0.279 |
0.298 |
0.315 |
0.330 |
0.343 |
0.356 |
0.361 |
|||||||||
|
42 months |
0.228 |
0.252 |
0.274 |
0.294 |
0.312 |
0.328 |
0.342 |
0.355 |
0.361 |
|||||||||
|
39 months |
0.221 |
0.246 |
0.269 |
0.290 |
0.309 |
0.325 |
0.340 |
0.354 |
0.361 |
|||||||||
|
36 months |
0.213 |
0.239 |
0.263 |
0.285 |
0.305 |
0.323 |
0.339 |
0.353 |
0.361 |
|||||||||
|
33 months |
0.205 |
0.232 |
0.257 |
0.280 |
0.301 |
0.320 |
0.337 |
0.352 |
0.361 |
|||||||||
|
30 months |
0.196 |
0.224 |
0.250 |
0.274 |
0.297 |
0.316 |
0.335 |
0.351 |
0.361 |
|||||||||
|
27 months |
0.185 |
0.214 |
0.242 |
0.268 |
0.291 |
0.313 |
0.332 |
0.350 |
0.361 |
|||||||||
|
24 months |
0.173 |
0.204 |
0.233 |
0.260 |
0.285 |
0.308 |
0.329 |
0.348 |
0.361 |
|||||||||
|
21 months |
0.161 |
0.193 |
0.223 |
0.252 |
0.279 |
0.304 |
0.326 |
0.347 |
0.361 |
|||||||||
|
18 months |
0.146 |
0.179 |
0.211 |
0.242 |
0.271 |
0.298 |
0.322 |
0.345 |
0.361 |
|||||||||
|
15 months |
0.130 |
0.164 |
0.197 |
0.230 |
0.262 |
0.291 |
0.317 |
0.342 |
0.361 |
|||||||||
|
12 months |
0.111 |
0.146 |
0.181 |
0.216 |
0.250 |
0.282 |
0.312 |
0.339 |
0.361 |
|||||||||
|
9 months |
0.090 |
0.125 |
0.162 |
0.199 |
0.237 |
0.272 |
0.305 |
0.336 |
0.361 |
|||||||||
|
6 months |
0.065 |
0.099 |
0.137 |
0.178 |
0.219 |
0.259 |
0.296 |
0.331 |
0.361 |
|||||||||
|
3 months |
0.034 |
0.065 |
0.104 |
0.150 |
0.197 |
0.243 |
0.286 |
0.326 |
0.361 |
|||||||||
|
0 months |
— |
— |
0.042 |
0.115 |
0.179 |
0.233 |
0.281 |
0.323 |
0.361 |
|||||||||
The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of our common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants is $11.00 per share and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of our common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of our common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants is $13.50 per share and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 shares of our common stock for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of our common stock per warrant (subject to adjustment). Finally, as reflected in
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the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of our common stock.
This redemption feature differs from the typical warrant redemption features used in some other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the Private Placement Warrants) when the trading price for our common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the shares of our common stock are trading at or above $10.00 per public share, which may be at a time when the trading price of our shares of our common stock is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth under “— Redemption of warrants when the price per share of our common stock equals or exceeds $18.00”. Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of the proxy statement/prospectus relating to the Business Combination. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.
As stated above, we can redeem the warrants when our common stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants our common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of our common stock than they would have received if they had chosen to wait to exercise their warrants for shares of our common stock if and when our common stock was trading at a price higher than the exercise price of $11.50.
Redemption Procedures
A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of our common stock outstanding immediately after giving effect to such exercise.
Anti-Dilution Adjustments
If the number of outstanding shares of our common stock is increased by a stock dividend payable in shares of our common stock or by a split-up of shares of our common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of our common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of our common stock. A rights offering to holders of our common stock entitling holders to purchase shares of our common stock at a price less than the “historical fair market value” (as defined below) will be deemed a stock dividend of a number of shares of our common stock equal to the product of (1) the number of shares of our common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for our common stock) multiplied by (2) one minus the quotient of (x) the price per share of our common stock paid in such rights offering divided by (y) the historical fair market value. For these purposes (1) if the rights offering is for securities convertible into or exercisable for our common stock, in determining the price payable for our common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2) “historical fair market value” means the volume weighted average price of our common stock as reported during the 10-trading day period ending on the trading day prior to the first date on which the shares of our common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
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In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of our common stock on account of such shares of our common stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of our common stock in connection with a proposed initial business combination or (d) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of our common stock in respect of such event.
If the number of outstanding shares of our common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of our common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of our common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of our common stock.
Whenever the number of shares of our common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of our common stock purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of our common stock so purchasable immediately thereafter.
In case of any reclassification or reorganization of the outstanding shares of our common stock (other than those described above or that solely affects the par value of such shares of our common stock) or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of our common stock) or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company as provided for in the Charter or as a result of the redemption of shares of our common stock by the company if a proposed initial business combination is presented to the stockholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of our common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of our common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of our common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market or is to be so listed for trading or quoted immediately following such event and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide
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additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.
The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants: (i) are not redeemable by us and (ii) may be exercised for cash or on a cashless basis, as described in the prospectus related to the initial public offering, so long as they are held by the Sponsor or any of its permitted transferees. If the private warrants are held by holders other than the Sponsor or any of its permitted transferees, they will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the Units sold in the initial public offering.
Anti-Takeover Effects of Our Charter and Bylaws and Certain Provisions of Delaware Law
The Charter, the Bylaws and the DGCL contain provisions, which are summarized in the following paragraphs, which are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and to discourage certain types of transactions that may involve an actual or threatened acquisition of XCF. These provisions are intended to avoid costly takeover battles, reduce XCF’s vulnerability to a hostile change of control or other unsolicited acquisition proposal and enhance the ability of the XCF board of directors to maximize stockholder value in connection with any unsolicited offer to acquire XCF. However, these provisions may have the effect of delaying, deterring or preventing a merger or acquisition of XCF by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including attempts that might result in a premium over the prevailing market price for the shares of our common stock. The Charter will provide that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special stockholder meeting of such stockholders and may not be effected by any consent in writing by such holders unless such action is recommended or approved by all of our directors then in office, except that holders of one or more series of our preferred stock, if such series are expressly permitted to do so by the certificate of designation relating to such series, may take any action by written consent if such action permitted to be taken by such holders and the written consent is signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.
Authorized but Unissued Capital Stock
Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq require stockholder approval of certain issuances equal to or exceeding 20% of then outstanding voting power or then outstanding number of shares of our common stock. Additional shares that may be issued in the future may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.
One of the effects of the existence of unissued and unreserved common stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of XCF by means of a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of management and possibly deprive stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.
Election of Directors and Vacancies
The Charter provides that our board of directors will determine the number of directors who will serve on the board. Our board of directors is divided into three classes designated as Class I, Class II and Class III. Class I directors will initially serve for a term expiring at the first annual meeting of stockholders following the closing date of the Business Combination. Class II and Class III directors will initially serve for a term expiring at the second and third annual meeting of stockholders following the closing date of the Business Combination, respectively. At each succeeding annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting of the stockholders. There will be no limit on the number of terms a director may serve on our board of directors. The term of all Class I directors shall automatically become one year commencing on the seventh annual meeting of stockholders, the term of all Class II directors shall automatically
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become one year commencing on the eighth annual meeting of stockholders and the term of all Class III directors shall automatically become one year commencing on the ninth annual meeting of stockholders, with all directors having a term of one year from and after such ninth annual meeting of stockholders.
In addition, the Charter provides that any vacancy on our board of directors, including a vacancy that results from an increase in the number of directors or a vacancy that results from the removal of a director with cause, may be filled only by a majority of the directors then in office, subject to the provisions of the Board Agreement and any rights of the holders of preferred stock.
Notwithstanding the foregoing provisions of this section, each director will serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting our board will shorten the term of any incumbent director.
Business Combinations
We have elected not to be governed by Section 203 of the DGCL. Notwithstanding the foregoing, the Charter provides that we will not engage in any “business combinations” (as defined in the Charter), at any point in time at which our common stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any “interested stockholder” (as defined in the Charter) for a three-year period after the time that such person became an interested stockholder unless:
• prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
• at or subsequent to such time, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66-2/3% of our outstanding voting stock that is not owned by the interested stockholder.
Under the Charter, a “business combination” is defined to generally include a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. Under certain circumstances, such provisions in the Charter make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. Accordingly, such provisions in the Charter could have an anti-takeover effect with respect to certain transactions which our board of directors does not approve in advance. Such provisions may encourage companies interested in acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. However, such provisions also could discourage attempts that might result in a premium over the market price for the shares held by stockholders. These provisions also may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Quorum
The Bylaws will provide that at any meeting of our board of directors a majority of the total number of directors then in office constitutes a quorum for all purposes.
No Cumulative Voting
Under Delaware law, the right to vote cumulatively does not exist unless the Charter expressly authorizes cumulative voting. The Charter does not authorize cumulative voting.
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General Stockholder Meetings
The Charter will provide that special meetings of stockholders may be called only by or at the direction of our board of directors, the Chairman of the board or directors or the Chief Executive Officer.
Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals
The Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee thereof. For any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 120 days nor more than 150 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders (for the purposes of the first annual meeting of stockholders following the closing of the Business Combination, the date of the preceding annual meeting will be deemed to be June 30 of the preceding calendar year). The Bylaws also specify requirements as to the form and content of a stockholder’s notice. The Bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of XCF.
Supermajority Provisions
The Charter and the Bylaws provide that our board of directors is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, the Bylaws without a stockholder vote in any matter not inconsistent with the Delaware law or the Charter. Any amendment, alteration, rescission or repeal of the Bylaws by our stockholders requires the affirmative vote of the holders of at least 66-2∕3% in voting power of all then outstanding shares of our stock entitled to vote thereon, voting together as a single class.
The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation’s Charter, unless the Charter requires a greater percentage. The Charter provide that Section 4.4 of Article IV, Article V, Article VI, Article VII, Article VIII, Article IX and Article X therein, including the following provisions therein may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66-2∕3% in voting power of all then outstanding shares entitled to vote thereon, voting together as a single class:
• the provision requiring a 66-2∕3% supermajority vote for stockholders to amend the Bylaws;
• the provisions providing for a classified Board (the election and term of directors);
• the provisions regarding filling vacancies on the Board and newly created directorships;
• the provisions regarding resignation and removal of directors;
• the provisions regarding calling special meetings of stockholders;
• the provisions regarding stockholder action by written consent;
• the provisions eliminating monetary damages for breaches of fiduciary duty by a director;
• the provisions regarding the selection of forum (see “— Exclusive Forum”); and
• the amendment provision requiring that the above provisions be amended only with a 66-2∕3% supermajority vote.
These provisions may have the effect of deterring hostile takeovers or delaying or preventing changes in control of XCF or its management, such as a merger, reorganization or tender offer. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of XCF. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions are also intended to discourage certain
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tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in management.
Exclusive Forum
The Charter provides that, unless we consent in writing to the selection of an alternative forum, (i) any derivative action or proceeding brought on behalf of XCF, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, agent or stockholder of XCF to XCF or our stockholders or any claim for aiding and abetting such alleged breach, (iii) any action asserting a claim against XCF or any current or former director, officer, other employee, agent or stockholder of XCF arising pursuant to any provision of the DGCL, the Charter (as it may be amended or restated from time to time) or the Bylaws (as it may be amended or restated from time to time), (iv) any action asserting a claim against XCF or any current or former director, officer, other employee, agent or stockholder of XCF governed by the internal affairs doctrine of the law of the State of Delaware or (v) any action to interpret, apply, enforce or determine the validity of the Charter shall, as to any action in the foregoing clauses (i) through (v), to the fullest extent permitted by law. be solely and exclusively brought in the Delaware Court of Chancery; provided, however, that the foregoing shall not apply to any claim (a) as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery or (c) arising under federal securities laws, including the Securities Act of 1933, as amended, as to which the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum. Notwithstanding the foregoing, the provisions of Article X of the Charter will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. While Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in the Charter. If any action the subject matter of which is within the scope of the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”); and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder. This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with XCF or our directors, officers, stockholders, agents or other employees, which may discourage such lawsuits. We note that there is uncertainty as to whether a court would enforce this provision and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. Further, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. It is possible that a court could find these types of provisions to be inapplicable or unenforceable and if a court were to find this provision of the Charter inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, XCF may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
Conflicts of Interest
Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Charter, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that XCF has in or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers, directors or stockholders or their respective affiliates, other than those officers, directors, stockholders or affiliates who are employees of XCF or its subsidiaries. The Charter provides that, to the fullest extent permitted by law, none
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of the non-employee directors or his or her affiliates will have any duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which XCF or its affiliates now engage or propose to engage or (ii) otherwise competing with XCF or its affiliates. In addition, to the fullest extent permitted by law, in the event that any non-employee director or any of his or her affiliates acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or herself or its or his or her affiliates or for XCF or its affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to XCF or any of its affiliates and they may take any such opportunity for themselves or offer it to another person or entity. The Charter does not renounce XCF’s interest in any business opportunity that is expressly offered to or acquired or developed by a non-employee director solely in his or her capacity as a director or officer of XCF. To the fullest extent permitted by law, a corporate opportunity shall not be deemed to be a potential corporate opportunity for XCF if it is a business opportunity that (i) XCF is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of XCF’s business or is of no practical advantage to XCF or (iii) is one in which XCF has no interest or reasonable expectancy.
Limitations on Liability and Indemnification of Officers and Directors
The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. The Charter includes a provision that eliminates, to the fullest extent permitted by law, the personal liability of directors for monetary damages for any breach of fiduciary duty as a director. The effect of these provisions is to eliminate the rights of XCF and its stockholders, through stockholders’ derivative suits on XCF’s behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.
The Bylaws provide that XCF must indemnify and advance expenses to directors and officers to the fullest extent permitted by Delaware law. We are also expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for directors, officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.
The limitation of liability, indemnification and advancement provisions in the Charter and the Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit XCF and its stockholders. In addition, your investment may be adversely affected to the extent XCF pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to XCF’s directors, officers and controlling persons pursuant to the foregoing provisions or otherwise, XCF has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Transfer Agent and Registrar
The transfer agent and registrar of our common stock is Continental Stock Transfer & Trust Company, 1 State Street 30th Floor, New York, New York 10004, telephone: (212) 509-4000.
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COMPARISON OF RIGHTS OF DEVVSTREAM SHAREHOLDERS AND XCF GLOBAL STOCKHOLDERS
The rights of DevvStream shareholders are governed by the ABCA and by DevvStream’s articles of incorporation, as amended (“DevvStream Articles”) and DevvStream’s bylaws (as may be amended, replaced or superseded from time to time, “DevvStream Bylaws”). Following the Business Combination, DevvStream shareholders who receive XCF Global Common Shares as part of the Business Combination will become stockholders of XCF Global, and as such their rights will be governed by the DGCL, XCF Charter and XCF Bylaws.
The following is a summary of the material differences between the rights of DevvStream shareholders and the rights of XCF Global stockholders. This summary is not a complete comparison of rights that may be of interest and is qualified in its entirety by reference to the full text of the XCF Charter and XCF Bylaws at www.sec.gov under XCF Global’s profile and the DevvStream Articles and DevvStream Bylaws at www.sedarplus.ca under DevvStream’s profile.
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DevvStream Shareholder Rights |
XCF Global Stockholder Rights |
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Capital Structure |
Under the DevvStream Articles, DevvStream is authorized to issue an unlimited number of common shares, without par value, and an unlimited number of preferred shares issuable in series, without par value. Under the ABCA, the articles of a corporation may fix the number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of each series, or authorize directors to fix the number of shares of, and determine the designations, rights, privileges, restrictions and conditions attaching to, each series of shares. |
The XCF Certificate of Incorporation authorizes XCF Global to issue 550,000,000 shares of capital stock, of which 500,000,000 shares are designated as Class A common stock, par value US$0.0001 per share, and 50,000,000 shares are designated as preferred stock, par value US$0.0001 per share. The XCF Global Board is authorized to provide for the issuance of all or any of the shares of the preferred stock in one or more series, and to fix for each such series such voting powers, if any, and such distinctive designations, powers preferences and relative, participating, optional, special and other rights, if any, and such qualifications, limitations or restrictions thereof, as stated and expressed in a resolution or resolutions adopted by the XCF Global Board providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL. Under Delaware law, the powers, preferences and rights, and the qualifications, limitations or restrictions in respect of any series of preferred stock must be set forth in the certificate of incorporation, or, if authority is vested in the board of directors by the certificate of incorporation, in the resolutions providing for the issuance of such series of preferred stock. |
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Voting |
Pursuant to the DevvStream Articles, holders of DevvStream common shares are entitled to one vote per common share at a meeting of DevvStream shareholders, except meetings at which holders of a specified class of shares are entitled to vote. Holders of preferred shares do not have the right to vote unless the terms of such series provide for a right to vote. DevvStream has no issued and outstanding preferred shares as of the Record Date. |
Pursuant to the terms of the XCF Global Certificate of Incorporation, each holder of XCF Global common stock entitled to vote at any meeting of XCF Global’s stockholders will be entitled to one vote for each share of XCF Global common stock held of record by such holder which has voting power upon the matter in question. Except as otherwise required by law or the XCF Global Certificate of Incorporation, the holders of the shares of XCF Global common stock exclusively possess all voting power with respect to XCF Global. |
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Vote on |
Many matters requiring shareholder approval under the ABCA must be approved by a special resolution. These extraordinary corporate actions include certain amalgamations, changes to authorized share structure, continuances, liquidations and dissolutions, and sales, leases or exchanges of all or substantially all the assets of a corporation other than in the ordinary course of business. A special resolution is a resolution (i) passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of the resolution at a meeting duly called and held for that purpose; or (ii) signed by all shareholders entitled to vote on the resolution. Alberta law may also require the separate approval by holders of a class or series of shares for extraordinary corporate actions. Under the ABCA, arrangements are permitted and a corporation may make any proposal it considers appropriate if “it is impracticable to effect the arrangement” under the other provisions of the ABCA. In general, a plan of arrangement is approved by a corporation’s board of directors and then is submitted to a court for approval. It is typical for a corporation in such circumstances to apply to a court initially for an interim order governing various procedural matters prior to calling any security holder meeting to consider the proposed arrangement. Under the ABCA, the court has the discretion to determine whether a plan of arrangement must be approved by shareholders, and the requisite minimum voting threshold. The court also determines, among other things, to whom notice shall be given and whether, and in what manner, approval of any person is to be obtained and also determines whether any shareholders may dissent from the proposed arrangement and receive payment of the fair value of their shares. Following compliance with the procedural steps contemplated in an interim order issued by the court, as applicable, (including as to obtaining security holder approval), the court would conduct a final hearing and approve or reject the proposed arrangement in the final order. |
Under the DGCL, a merger or consolidation, or a sale, lease, or exchange of all or substantially all of the assets of a corporation, or a dissolution of the corporation, is generally required to be approved by the holders of a majority in voting power of the shares entitled to vote on the matter, unless the certificate of incorporation provides for a higher voting threshold. In addition, under the DGCL, mergers in which one corporation owns 90% or more of each class of stock of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders. The DGCL does not contain a procedure comparable to a plan of arrangement under the ABCA. |
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DevvStream Shareholder Rights |
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Compulsory Acquisition; |
The ABCA provides that if, within the time limit in a take-over bid for its acceptance or within 120 days after the date of a take-over bid, whichever period is the shorter, the bid is accepted by the holders of not less than 90% of the shares (other than the shares held by the offeror or an affiliate or associate of the offeror) of any class of shares to which the offer relates, the offeror is entitled, upon giving proper notice within 180 days after the date of the bid, to acquire (on the same terms on which the offeror acquired shares from those holders of shares who accepted the offer) the shares held by those holders of shares of that class who did not accept the offer (dissenting offerees). Offerees may apply to the court, within 20 days of receiving notice, and the court may set a different price or terms of payment or make any consequential orders or directions as it considers appropriate. |
An entity owning at least 90% of the outstanding shares of each class of stock of a Delaware corporation may merge with or into such Delaware corporation by: (a) authorizing such merger in accordance with the owning entity’s governing documents and the laws of the jurisdiction under which such entity is formed or organized; and (b) filing with the Delaware Secretary of State a certificate of such ownership and merger, which must state the terms and conditions of the merger, including the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving constituent party upon surrender of each share of the corporation or corporations not owned by the entity. Such a merger would not require the approval of the stockholders of the Delaware corporation; however, the owners of the shares of stock in the Delaware corporation not owned by the merging entity would have appraisal rights as described below. |
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Amendments to the Governing Documents |
Under the ABCA, amendments to the articles of the corporation generally require the approval of not less than two-thirds of the votes cast by shareholders who vote on the resolution. Under the ABCA, the directors may make, amend or repeal any bylaw that regulates the business or affairs of the corporation, unless the articles of the corporation, unanimous shareholders’ agreement or bylaws provide otherwise. When directors make, amend or repeal a bylaw, they are required under the ABCA to submit the change to shareholders at the next meeting of shareholders. Shareholders may confirm, reject or amend the bylaw, amendment or repeal by a majority of the votes cast by shareholders who voted on the resolution. |
Under the DGCL, a corporation’s certificate of incorporation may be amended if: (i) the board of directors sets forth the proposed amendment in a resolution, declares the advisability of the amendment and directs that it be submitted to a vote at a meeting of stockholders; and (ii) the holders of a number of shares of stock as required by the DGCL or such corporation’s certificate of incorporation, as applicable, to approve the amendment. In addition, under the DGCL, class voting rights exist with respect to, among other things, amendments to the certificate of incorporation that adversely affect the terms of the shares of a class. Class voting rights do not exist as to other extraordinary matters, unless the certificate of incorporation provides otherwise. Under the DGCL, the board of directors may amend a corporation’s bylaws if so authorized in the certificate of incorporation. The XCF Certificate of Incorporation and the XCF Bylaws permit the XCF Global Board to amend the XCF Bylaws by the affirmative vote of a majority of the XCF Global Board. Under the DGCL, stockholders also may amend a corporation’s bylaws. The XCF Certificate of Incorporation and the XCF Bylaws provide that XCF Global’s stockholders may amend the XCF Bylaws by the affirmative vote of the stockholders representing at least two-thirds in voting power entitled to vote generally in the election of directors, voting together as a single class. |
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Place of Meetings |
The DevvStream Articles provide that meetings of the shareholders may be held at any place inside or outside of Alberta (i) entirely in person; (ii) entirely by electronic means; or (iii) both in person and by electronic means, in all cases as the directors determine by resolution from time to time. The ABCA does not specify a place for meetings of shareholders. The ABCA provides that meetings of shareholders may be attended or held by electronic means, subject to a corporation’s constating documents. Voting at a meeting of shareholders by those entitled to vote thereat may be conducted by electronic means, telephone or other method that the corporation has made available for that purpose that permit all persons participating in the meeting to hear or otherwise communicate with each other. |
The XCF Bylaws provide that the annual meeting of stockholders may be held at any place, either within or without the State of Delaware, and at such time and on such date as shall be determined by the XCF Global Board and stated in the notice of the meeting, provided that the XCF Global Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. Delaware law provides that meetings of the shareholders may be held at any place in or out of Delaware as determined by the board of directors or, if so determined by the board of directors, may be held by means of remote communication as provided under Delaware law. |
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Call of Meetings |
The ABCA provides that the board of directors may at any time call a special meeting of shareholders, and that holders of not less than five percent of the issued voting shares may give notice to the directors requiring them to call and hold a special meeting of shareholders for the purpose stated in the notice. If the directors do not call such a meeting within 21 days after receiving the requisition, the requisitioning shareholders or any of them may call the meeting. |
Under the DGCL, a special meeting of stockholders may be called by the board of directors or by persons authorized in the certificate of incorporation or the bylaws. The XCF Articles and XCF Bylaws provide that special meetings of stockholders may be called only by the chairperson of the XCF Global Board, the Chief Executive Officer, or by the XCF Global Board pursuant to a resolution adopted by the majority of the XCF Global Board. The XCF Articles expressly deny the ability of XCF stockholders to call a special meeting. |
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Quorum |
The ABCA provides that, unless the by-laws provide otherwise, a quorum of shareholders is present at a meeting of shareholders (irrespective of the number of persons actually present at the meeting) if holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy. The DevvStream Bylaws provide that a quorum at any meeting of shareholders is present if the holders of not less than 33 1/3% of the votes entitled to be cast at the meeting are present in person or represented by proxy, irrespective of the number of persons actually present at the meeting. |
Under Delaware law, the certificate of incorporation or bylaws may specify the required quorum, but a quorum may consist of no less than one-third of the total voting power. The XCF Bylaws provide that the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of XCF Global representing not less than 33 1/3% of the voting power of all outstanding shares of capital stock of XCF Global entitled to vote at such meeting shall constitute a quorum, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing not less than 33 1/3% of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series. |
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Presentation |
The ABCA provides that a shareholder holding at least one percent of the total number of issued voting shares, or with a fair market value of at least C$2,000, in either case for a period of at least six months, and has the support of other shareholders holding not less than 5% of the issued voting shares, may submit proposals to the annual meeting of shareholders. A proposal that includes nominations for the election of directors must be signed by one or more holders holding, in aggregate, not less than 5% of the voting shares. A shareholder may also nominate directors at a meeting of shareholders. |
Delaware law does not provide procedures for stockholders to nominate individuals to serve on the board of directors or to present other proposals at meetings of stockholders. |
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Stockholder Consent in Lieu of Meeting |
Under the ABCA, shareholders can take action by written resolution and without a meeting only if all shareholders entitled to vote on that resolution sign the written resolution. A written resolution is as valid and effective as if it were a resolution passed at a meeting of shareholders. |
Under the DGCL, unless otherwise provided in the certificate of incorporation, any action that can be taken at a meeting of the stockholders may be taken without a meeting and without prior notice if written consent to the action is signed by the holders of outstanding stock having the minimum number of votes necessary to authorize or take the action at a meeting of the stockholders. The XCF Global Certificate of Incorporation prohibits stockholder action by written consent. |
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Number and Election of Directors |
The ABCA provides that a reporting issuer must have no fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates. The DevvStream Articles provide that DevvStream shall have a minimum of 3 and a maximum of 15 directors. |
The DGCL provides that the board of directors of a corporation will consist of one or more directors, and the number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors. The XCF Certificate of Incorporation provides that the number of directors, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, shall be fixed from time to time exclusively by the XCF Global Board pursuant to a resolution adopted by a majority of the XCF Global board. |
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Constitution and Residency of |
The ABCA does not place any residency restrictions on directors. |
The DGCL does not have any residency requirements. |
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Vacancies And Newly Created Directorships |
Under the ABCA, a vacancy among the directors created by the removal of a director may be filled by the shareholders at the meeting at which the director is removed or, if not filled by the shareholders at such meeting, by the remaining directors. In the case of a vacancy caused by the death, resignation or disqualification to act as a director under the ABCA, the remaining directors may fill the vacancy. |
Under the DGCL, a vacancy or a newly created directorship may be filled by a majority of the remaining directors, although less than a quorum, or by the sole remaining director, unless otherwise provided in the certificate of incorporation or bylaws. |
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Under the ABCA, if as a result of one or more vacancies, the number of directors in office falls below the number required for a quorum, the remaining directors shall call a special meeting of shareholders to fill the vacancy, and if the remaining directors fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder. The DevvStream Articles provide that the directors may, between annual meetings, appoint one or more additional directors between annual meetings to serve until the next annual meeting, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting. |
The XCF Articles provide that newly-created directorships resulting from any increase in the number of directors and any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and any director so chosen will hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred until his or her successor is elected and qualified. |
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Removal of Directors |
The ABCA provides that, subject to a certain limitations, the shareholders of a corporation may remove directors from office by ordinary resolution at a special meeting of shareholders. |
Under the DGCL, except in the case of a corporation with a classified board of directors or with cumulative voting, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors. In the case of a corporation with a classified board of directors, stockholders may remove a director only for cause unless the corporation’s certificate of incorporation provides that the directors may be removed with or without cause. The XCF Certificate of Incorporation provides for a classified board of directors and that any director may be removed from office at any time, but only for cause and only by the affirmative vote of holders of 66 2/3% of the voting power of all then outstanding shares of capital stock of the XCF Global entitled to vote generally in the election of directors, voting together as a single class. |
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Fiduciary Duty of Directors and Officers |
Directors and officers of a corporation incorporated or organized under the ABCA have fiduciary obligations to their corporation. Under these fiduciary obligations, the directors and officers must act in accordance with their duty of care. The ABCA requires directors and officers, in exercising their powers and discharging their duties, to act honestly and in good faith with a view to the best interests of the corporation, to exercise the care, diligence and skill that a reasonably prudent person would exercise |
Directors of a corporation incorporated or organized under the DGCL have fiduciary obligations to the corporation and its stockholders. Under these fiduciary obligations, the directors must act in accordance with the so-called duty of care. Under Delaware common law, directors have a duty of care and a duty of loyalty. The duty of care requires that the directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. |
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DevvStream Shareholder Rights |
XCF Global Stockholder Rights |
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in comparable circumstances and to act in accordance with the ABCA and the regulations thereunder, and the articles and bylaws of the corporation. These statutory duties are in addition to duties under Canadian common law and equity. |
The duty of loyalty is the duty to act in good faith, not out of self-interest, and in a manner which the directors reasonably believe to be in the best interest of the stockholders. Under Delaware law, officers of a Delaware corporation owe the same fiduciary duties of care and loyalty to the corporation and its stockholders as directors. |
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Personal Liability of Directors |
Certain actions to enforce a liability imposed by the ABCA must be brought within two years from the date of the resolution authorizing the act complained of. A director will be deemed to have complied with their fiduciary obligations to the corporation under certain sections of the ABCA if the director exercised care, diligence, and skill that a reasonably prudent person would exercise in a comparable circumstance, including relying in good faith on: • financial statements represented to the director by an officer or in a written report of the auditor of the corporation to fairly reflect the financial condition of the corporation; or • an opinion report of a person whose profession lends credibility to a statement made by the professional person. Under the ABCA, the directors of a corporation who vote for or consent to a resolution that authorizes the corporation to, inter alia: (a) pay a commission on the sale of shares not provided for under the ABCA; (b) pay a dividend, purchase, redeem or otherwise acquire shares in circumstances that would be in violation of the ABCA, including where the corporation is insolvent, or the payment of the dividend would render the corporation insolvent; (c) make a payment of an indemnity to an indemnifiable person in violation of the ABCA; (d) provide financial assistance in violation of the ABCA; or (e) make a payment to a shareholder in violation of the ABCA, are, in each case, jointly and severally liable to restore to the corporation any amount paid or distributed as a result and not otherwise recovered by the corporation. |
The DGCL permits the adoption of a provision in a corporation’s certificate of incorporation limiting or eliminating the monetary liability of a director, and of certain senior officers, to the corporation or its stockholders for breach of the fiduciary duty of care. The DGCL does not permit any such limitation of liability for: (i) breaching the duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) obtaining an improper personal benefit from the corporation; or (iv) in the case of a director, paying a dividend or approving a stock repurchase or redemption that was illegal under applicable law. In addition, the DGCL does not permit any limitation of an officer’s liability in any action brought by or in the right of the corporation, including any derivative action. The categories of officers eligible for exculpation under the DGCL are limited and include, among others, the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer and chief accounting officer. The XCF Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL or any other law of the State of Delaware, no current or former director of the corporation shall be liable to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director. The XCF Certificate of Incorporation does not currently contain a corresponding provision exculpating officers. |
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In addition, the directors of a corporation who vote for or consent to a resolution that authorizes the issue of a share that is not fully paid are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the shares had been issued for money on the date of that resolution. Notwithstanding the foregoing, under the ABCA, a director is not subject to statutory liability for the foregoing if the director did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money. |
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Indemnification of Officers and Directors |
Under the ABCA, a corporation may indemnify: (a) a current or former director or officer of that corporation; (b) a current or former director or officer of another corporation if, at the time such individual held such office, the corporation was a shareholder or creditor of the corporation, and if such individual acted at the corporation’s request; or (c) the foregoing individual’s heirs and legal representatives (each, an “indemnifiable person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil, criminal, administrative, investigative or other action or proceeding in which he or she is involved by reason of being or having been a director or officer of the corporation or another corporation (as set out above), if: (i) the individual acted honestly and in good faith with a view to the best interests of the corporation; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. A corporation may advance funds to an indemnifiable person to defray the costs, charges and expenses incurred by an indemnifiable person in respect of that proceeding, provided that if it is ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amount advanced. Subject to the aforementioned prohibitions on indemnification, a corporation must pay all costs, charges and expenses reasonably |
Under the DGCL, a corporation is generally permitted to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a third-party action, other than a derivative action, and against expenses actually and reasonably incurred in the defense of a derivative action, provided that there is a determination that the individual acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, in the case of criminal proceedings, with no reason to believe that his or her actions were unlawful. That determination must be made by: (i) a majority of the disinterested directors, even though less than a quorum; (ii) a committee of disinterested directors designated by a majority vote of disinterested directors, even though less than a quorum; (iii) independent legal counsel; or (iv) a majority vote of the stockholders at a meeting at which a quorum is present. Without court approval, however, no indemnification may be made in respect of any derivative action in which an individual is adjudged liable to the corporation. The DGCL requires indemnification of directors and officers for expenses relating to a successful defense on the merits or otherwise of a derivative or third-party action. Under the DGCL, a corporation may advance expenses relating to the defense of any proceeding to directors and officers contingent upon those individuals’ commitment to repay any advances if it is ultimately determined that those individuals are not entitled to be indemnified. |
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incurred by an indemnifiable person in connection with the defence of any civil, criminal, administrative, investigative or other action or proceeding in which the person is involved by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity: (a) was not judged by a court or competent authority to have committed any fault or omitted to do anything that the person ought to have done; and (b) (i) the individual acted honestly and in good faith with a view to the best interests of the corporation; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. As permitted by the ABCA, the DevvStream Bylaws require DevvStream to indemnify to the fullest extent permitted by the ABCA, directors or officers of DevvStream, former directors or officers of DevvStream or other individuals who, at DevvStream’s request, act or acted as directors or officers or in a similar capacity of another entity, and their respective heirs and legal representatives. |
The XCF Bylaws provide that, to the fullest extent permitted by applicable law, XCF Global shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or officer of XCF Global, or while a director or officer of XCF Global, is or was serving at the request of XCF Global as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expense (including without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such person in connection therewith. In certain circumstances, XCF Global will indemnify the person if that person initiated the Proceeding if such Proceeding, or part thereof, was authorized by the XCF Global Board. |
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Derivative Action |
Under the ABCA, a shareholder, former shareholder, director, former director, officer or former officer of a corporation or its affiliates, certain creditors or any other person who, in the discretion of a court, is a proper person to seek a derivative action may apply to the court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in the action to which a corporation or any of its subsidiaries is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the corporation or the subsidiary. In order to bring the action, the complainant must give reasonable notice to the directors of the corporation (if not all directors have been named as defendants) and the complainant must satisfy to the court that: • the complainant is acting in good faith; • the directors of the corporation will not bring, diligently prosecute or defend or discontinue the action; and • it appears to be in the interests of the corporation that the action be brought, prosecuted, defended or discontinued. |
Under the DGCL, a stockholder bringing a derivative suit must have been a stockholder at the time of the wrong complained of or the stockholder must have received shares of stock in the corporation by operation of law from a person who was such a stockholder at the time of the wrong complained of. In addition, the stockholder must remain a stockholder throughout the litigation. There is no requirement under DGCL to advance the expenses of a lawsuit to a stockholder bringing a derivative suit. The DGCL also requires that, before commencing a derivative suit, a stockholder must make a demand on the directors of the corporation to assert the claim, unless such demand would be futile. |
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Filing: S-4 - XCF Global, Inc. (SAFX) |