XCF Global Restructures Three-Way Merger Terms and Secures New Capital Commitments

2026-09-15 companies

New York, Tuesday, 15 September 2026.
XCF Global amended its merger agreement with DevvStream and Southern Energy, raising its existing shareholders’ stake to 69.57%, eliminating strict financial hurdles, and unlocking over $54 million in total potential capital support.

Merger Amendment and Ownership Restructuring

On September 14, 2026, XCF Global Inc. (NASDAQ: SAFX), DevvStream Corp., and Southern Energy Renewables Inc. officially amended their Business Combination Agreement to adjust ownership stakes and secure additional capital support [1][2][3]. Under the restructured terms, existing XCF shareholders will see their ownership in the combined entity rise to approximately 69.57%, an increase of 2.87 percentage points from the previous estimate of 66.7% [1][4][5]. Former DevvStream shareholders are set to hold roughly 10.43% of the combined company, while former Southern Energy shareholders will hold approximately 20.0% [2][6][7]. This reallocation aims to strengthen the relative share of XCF Global’s current stockholders while modestly diluting Southern Energy’s position [3][5].

Capital Commitments and Financial Support

The amendment integrates significant financial backing, including a $1.0 million investment from XCF shareholder GL PART SPV I, LLC via warrants exercisable at $2.50 per share [1][4][8]. This investment was a condition for the amendment’s effectiveness and has been confirmed as received [7][8]. Furthermore, EEME Energy SPV I LLC and GL have committed to providing at least $4.373 million in aggregate capital to XCF within three months of closing [2][4][6]. The parties also agreed to use commercially reasonable efforts to invest an additional $50 million in aggregate capital during the 12 months following closing, bringing the total potential capital support to 55.373 million [2][5][7].

Streamlined Closing Conditions

To accelerate the transaction, several demanding closing conditions have been removed or modified from the original agreement dated April 13, 2026 [2][6]. The amendment eliminates the minimum Southern Capitalization condition, the Company Revenue and EBITDA condition, and the requirement for a Nasdaq Sweden listing [1][4][7]. Additionally, the requirement for clearance under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) has been deleted [4][6][7]. However, Nasdaq approval for listing remains a mandatory condition for the combination to proceed [1][5].

Shareholder Meetings and Strategic Outlook

In light of the amendment, XCF Global postponed its virtual special meeting of stockholders from September 10, 2026, to September 24, 2026, at 11:00 a.m. ET [2][3][4]. DevvStream also postponed its special meeting from September 10, 2026, to September 17, 2026, at 10:00 a.m. ET to allow shareholders time to review the updated proxy materials [5][7][8]. The record date for voting remains July 29, 2026, and previously submitted votes will count unless changed [3][5]. The proposed combination aims to integrate XCF’s renewable fuels platform with Southern’s energy infrastructure and DevvStream’s environmental-asset monetization capabilities [1][3].

Sources

Mergers Capital Investment