XCF Global, Inc.

false 0002019793 0002019793 2026-09-14 2026-09-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2026 XCF GLOBAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-42687 33-4582264 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 3040 Post Oak Blvd. , Floor 18, Suite 164 Houston , Texas 77056 (Address of principal executive offices) (Zip Code) ( 346 ) 630-4724 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock SAFX The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934. Subject Company: XCF Global, Inc. Commission File No. 001-42687 This Current Report on Form 8-K relates to the proposed business combination (the “Business Combination”) among XCF Global, Inc. (“XCF Global”), DevvStream Corp. (“DevvStream”) and Southern Energy Renewables Inc. (“Southern Energy”) pursuant to that certain Business Combination Agreement, dated as of April 13, 2026, as amended (the “BCA”). This Current Report on Form 8-K may be deemed to be solicitation material in respect of the Business Combination. Each of XCF Global and DevvStream has filed with the SEC a registration statement on Form S-4 (Registration No. 333-296774) containing a joint proxy statement/prospectus in connection with the Business Combination. IMPORTANT NOTICE: BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF XCF GLOBAL AND DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE JOINT PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of these documents through the SEC website at www.sec.gov or from XCF Global at https://xcf.global/investor-relations/financials/sec-filings/. Item 1.01 Entry into a Material Definitive Agreement. On September 14, 2026, XCF Global, Inc., a Delaware corporation (“XCF Global” or the “Company”), DevvStream Corp., an Alberta corporation (“DevvStream”), Southern Energy Renewables Inc., a Louisiana corporation (“Southern Energy”), Southern Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of XCF Global (“Southern Merger Sub”), DevvStream Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of XCF Global (“DevvStream Merger Sub”), EEME Energy SPV I LLC, a Delaware limited liability company (“EEME”), and GL PART SPV I, LLC, a Delaware limited liability company (“GL”), entered into Amendment No. 1 (the “Amendment”) to the Business Combination Agreement, dated as of April 13, 2026 (the “BCA”), by and among the Company, DevvStream, Southern Energy, Southern Merger Sub and DevvStream Merger Sub. The Amendment provides for the following material modifications to the BCA: Amendments to Merger Consideration The Amendment amends the definitions of “Southern Consideration Shares” and “DevvStream Consideration Shares” to adjust the pro forma ownership percentages of the parties following the consummation of the mergers contemplated by the BCA (the “Mergers”). As amended: ● The Southern Consideration Shares are defined as a number of fully-paid and non-assessable XCF Global Common Shares equal to approximately 28.75% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the effective time of the Mergers (the “Effective Time”), such that the former holders of Southern Energy shares will hold approximately 20% of the XCF Global Common Shares immediately following the Effective Time (reduced from approximately 23.3% as originally contemplated by the BCA). ● The DevvStream Consideration Shares are defined as a number of fully-paid and non-assessable XCF Global Common Shares equal to approximately 14.99% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time, such that the former holders of DevvStream shares will hold approximately 10.43% of the XCF Global Common Shares immediately following the Effective Time (increased from approximately 10.0% as originally contemplated by the BCA). ● XCF Global’s existing stockholders immediately prior to the Effective Time will hold approximately 69.57% of the XCF Global Common Shares issued and outstanding immediately following the Effective Time (increased from approximately 66.7% as originally contemplated by the BCA). Amendments to Closing Conditions The Amendment deletes or modifies the following closing conditions under the BCA: ● Minimum Southern Capitalization Condition. The requirement that the aggregate amount of Southern Energy’s unrestricted cash and cash equivalents plus all “Plant Conversion Funding” funded to XCF Global prior to the Effective Time equal at least $10,000,000 was deleted. ● Southern Investment Bank Condition. The requirements that Southern Energy have completed an engagement with an investment bank to sell a bond offering and be in an acceptable process of procuring the bond with respect to the issuance of bonds by Southern Energy was deleted. ● Company Revenue Run-Rate Condition. The requirement that the gross revenue of XCF Global for its blended fuel product exceed $1,000,000,000 on an annualized, go-forward basis no later than June 30, 2026, and that annualized EBITDA equal at least $100,000,000, was deleted. ● Nasdaq Sweden Condition. The requirement that the XCF Global common shares to be issued have been approved for listing on Nasdaq Sweden (and/or any other European or Asian securities exchange) was deleted. ● HSR Act Requirements. The requirement that XCF Global obtain clearance under the HSR Act and that such Required Regulatory Approval shall have been made was deleted. 1 GL Investment Condition The effectiveness of the Amendment is conditioned on the concurrent closing of a $1,000,000 investment by GL in XCF Global through the Company’s warrant program (the “GL Investment”), under which as previously announced, GL may purchase warrants to acquire common stock of the Company at an exercise price of $2.50 per share, which the Company believes demonstrates GL’s belief in the Company’s potential future growth in shareholder value of the Company. EEME and GL Post-Closing Funding Commitment