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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________________________________________
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| (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)
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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.
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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.
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”).
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.
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
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.
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.
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
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
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
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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
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.
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.
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.
TABLE OF CONTENTS
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF SOUTHERN ENERGY |
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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
7
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
8
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.
9
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.
10
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;
11
• 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;
12
• 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.
13
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
|
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
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
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
|
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
|
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
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
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.
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XCF Global |
DevvStream |
Southern |
||||||
|
Nasdaq |
Nasdaq |
- |
||||||
|
April 10, 2026 |
$ |
0.81 |
$ |
0.64 |
N/A |
|||
|
$ |
$ |
N/A |
||||||
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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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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.
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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
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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;
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• 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
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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;
87
• 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.
88
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.
89
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.
90
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.
91
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%.
92
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XCF Global, Inc. 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 |
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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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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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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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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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 |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|||||||||||||||||
|
(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: |
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|
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|
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|
|||||||||||||||||
|
Partial Period Factor |
|
65.8% |
|
|
|
|
|
|
|
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|
|||||||||||||||||
|
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
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
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
|
|
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 $183.3 million for the equity value of XCF on a standalone basis.
Weighting of Valuation Methodologies
In arriving at the indicated fair value of equity, HC weighted the Discounted Cash Flow Method at 75.0% and the Guideline Public Company Method at 25.0%.
Greater weight was placed on the Discounted Cash Flow Method as it most directly reflects XC’’s projected operating performance. The Guideline Public Company Method was assigned lesser weight given the limited size and comparability of the available peer group, as no publicly-traded company directly mirrors XCF’s specific combination of SAF conversion operations, carbon credit exposure, and development-stage growth profile. Additionally, public market multiples applied to near-term projected EBITDA may not fully reflect the long-duration cash flow potential embedded in XCF’s business plan. Accordingly, the Guideline Public Company Method serves as a significant indication of value, but we believe the Discounted Cash Flow Method is a more reliable indicator of intrinsic value given XCF’s stage of development.
96
|
|
XCF Global, Inc. Valuation Summary As of May 5, 2026 |
|||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
($ 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 $156.5 million for the equity value of XCF on a standalone basis.
Southern Energy
Discounted Cash Flow Analysis
HC performed a discounted cash flow analysis of Southern Energy by calculating cash flows over a 10-year projection period and determined terminal value under the Gordon Growth formula to capture the additional cash flow generation capacity of Southern Energy beyond the 10-year projection period. The expected cash flows and terminal value were then discounted to their present value at an appropriate rate of return, or “discount rate.” Southern Energy is a relatively early-stage company that is projected to experience significant growth in revenue and margins over the forecast period. Traditional methods used to derive discount rates, the capital asset pricing model and build-up approaches, would be unreliable in quantifying the required rate of return on Southern Energy’s projected cash flows because they rely on risk and return data for companies that are mature and are projected to have slower growth. Instead, HC relied on a survey of the rates of return sought by private equity, venture capital, and angel investors published by Pepperdine University.
In selecting discount rates to apply to Southern Energy, HC noted the first quartile, median, and third quartile required rates of return indicated for early-stage venture capital-backed companies and smaller private equity-backed companies. Required rates of return were generally in the 24.0% to 38.0% range. Given consideration to the Southern Energy’s stage of development, HC elected to apply a discount rate of 30.0% in line with median observations of early-stage companies, which resulted in a weighted average cost of capital of 22.20%.
97
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Southern Energy Renewables Discounted Cash Flow Analysis - Gordon Growth As of May 5, 2026 |
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
|
|
Projected Period |
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
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 |
||||||||||||||||||||||||||||||||