XCF Global, Inc.

false 0002019793 0002019793 2026-10-16 2026-10-16 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): October 16, 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. ☐ Introductory Note Unless otherwise stated herein or unless the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to XCF Global, Inc., a Delaware corporation. Terms used in this Current Report on Form 8-K but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meanings given to such terms in the definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) by the Company on July 31, 2026, as supplemented by Supplement No. 1 filed with the SEC on September 14, 2026 (as supplemented, the “Proxy Statement/Prospectus”), and such definitions are incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference certain information from reports and other documents that were previously filed with the SEC, including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict between the information contained in this Current Report on Form 8-K and the information contained in such prior reports and documents that has been incorporated by reference herein, the information in this Current Report on Form 8-K controls. On April 13, 2026, the Company, DevvStream Corp., an Alberta corporation (“DevvStream Alberta”), Southern Energy Renewables Inc., a Louisiana corporation (“Southern Energy”), Southern Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Southern Merger Sub”), and DevvStream Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“DevvStream Merger Sub”), entered into a business combination agreement (as amended by Amendment No. 1, dated as of September 14, 2026, the “BCA”), pursuant to which the Company agreed to acquire Southern Energy and DevvStream in a series of transactions (collectively, the “Business Combination”). On October 16, 2026 (the “Closing Date”), the parties to the BCA announced the completion of the Business Combination. The terms of the BCA provided that the Business Combination would be completed in three steps, with (i) DevvStream Alberta continuing out of the Province of Alberta and domesticating as DevvStream Legacy Corp., a Delaware corporation (“DevvStream”) (such step, the “Domestication”), consummated on October 15, 2026, (ii) DevvStream Merger Sub merging with and into DevvStream (the “DevvStream Merger”), consummated on October 16, 2026, and (iii) Southern Merger Sub merging with and into Southern Energy and (the “Southern Merger” and, together with the DevvStream Merger, the “Mergers”), consummated on October 20, 2026, with each of Southern Energy and DevvStream surviving as a direct wholly owned subsidiary of the Company. Pursuant to the terms of the BCA: (a) in connection with the consummation of the DevvStream Merger ,(the “Effective Time”), (i) all of the issued and outstanding common shares of DevvStream immediately prior to the Effective Time (other than excluded shares) were converted into the right to receive 1.1919 (the “DevvStream Exchange Ratio”) shares of the Company’s Class A common stock, par value $0.0001 per share (“XCF Global Common Shares”) per DevvStream share or an aggregate of 62,253,004 XCF Global Common Shares, equal to approximately 14.99% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time, such that the former holders of DevvStream shares hold approximately 10.43% of the XCF Global Common Shares immediately following the consummation of the Mergers, and (ii) each issued and outstanding DevvStream warrant, option and restricted stock unit covered by the BCA was assumed by the Company and converted into a new XCF warrant, option and restricted stock unit, as applicable, with the number of shares and the exercise or conversion price, as applicable, adjusted by the DevvStream Exchange Ratio in accordance with the BCA; and (b) in connection with the consummation of the Southern Merger, all of the issued and outstanding shares of Southern Energy immediately prior to the Effective Time (other than shares held in treasury) were converted into 119,397,857 XCF Global Common Shares, equal to approximately 28.75% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time, such that the former holders of Southern Energy shares hold approximately 20% of the XCF Global Common Shares following consummation of the Mergers. As of the closing of the Business Combination and after giving effect to the Mergers, the Company had approximately 596 million XCF Global Common Shares outstanding. The issuance of the shares of XCF Global Common Shares in the Business Combination was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-4 (Registration No. 333-296774), which was declared effective by the SEC on July 31, 2026, as amended by the filing of the Company’s registration statement on Form S-4 pursuant to Rule 462(b) under the Securities Act. 1 Item 1.01. Entry into a Material Definitive Agreement. Indemnification Agreements The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 1.01. On the Closing Date, the Company entered into indemnification agreements (the “Indemnification Agreements”) with each of Chad J. Langley, John Wharton and Carl Stanton, who became directors of the Company upon the closing of the Business Combination. Each Indemnification Agreement provides for indemnification and advancements by the Company, subject to the limitations and exclusions provided therein, of certain expenses, including attorneys’ fees, judgments, fines and settlement amounts, incurred by the director in any action or proceeding arising out of his services as one o