Business Context and Reporting Period
This Form 8-K, dated September 14, 2026, reports on XCF Global, Inc. (SAFX), a Delaware corporation. The filing details the entry into Amendment No. 1 to the Business Combination Agreement (BCA) originally dated April 13, 2026. The proposed transaction involves a merger among XCF Global, DevvStream Corp., and Southern Energy Renewables Inc. The filing also announces the postponement of a Special Meeting of Stockholders from September 10, 2026, to September 24, 2026, to allow for review of the amended terms.
Key Financial Metrics and Transaction Terms
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or debt levels for the reporting period. Instead, it outlines specific financial terms and ownership structures related to the proposed business combination:
- Pro Forma Ownership: Following the merger, Southern Energy holders will own approximately 20% (reduced from 23.3%), DevvStream holders will own approximately 10.43% (increased from 10.0%), and existing XCF Global stockholders will own approximately 69.57% (increased from 66.7%).
- Investment Commitments: GL PART SPV I, LLC ("GL") is making a concurrent $1,000,000 investment via the Company's warrant program (exercise price $2.50 per share).
- Post-Closing Funding: EEME Energy SPV I LLC ("EEME") and GL have committed to fund at least $4,373,000 plus a "Shortfall Amount" within three months of closing. They have also committed to use commercially reasonable efforts to fund an additional $50,000,000 within twelve months of closing.
Material Changes Versus Prior Period
The Amendment No. 1 introduces significant modifications to the original BCA:
- Adjustment of Consideration: The pro forma ownership percentages for Southern Energy and DevvStream have been adjusted, resulting in a higher ownership stake for existing XCF Global stockholders.
- Deletion of Closing Conditions: Several material conditions precedent to the closing were removed, including:
- The requirement for Southern Energy to hold $10,000,000 in unrestricted cash and Plant Conversion Funding.
- The requirement for Southern Energy to engage an investment bank for a bond offering.
- The requirement for XCF Global to achieve $1,000,000,000 in annualized gross revenue and $100,000,000 in annualized EBITDA by June 30, 2026.
- The requirement for listing approval on Nasdaq Sweden or other European/Asian exchanges.
- The requirement for clearance under the Hart-Scott-Rodino (HSR) Act.
- Meeting Postponement: The Special Meeting of Stockholders was postponed to September 24, 2026, to facilitate the review of these amendments.
Guidance, Outlook, and Risks
Management Commentary: The Board of Directors unanimously approved the Amendment, determining it is in the best interest of the Company. The Board recommends a "FOR" vote on all proposals, including the stock increase, stock issuance, director election, and equity incentive plan increase.
Risks and Contingencies: The filing includes extensive forward-looking statements and risk factors, noting that the transaction is not guaranteed. Key risks include:
- Failure to satisfy or waive remaining closing conditions.
- Delays or failure in the plant conversion process.
- Uncertainty regarding the issuance of up to $400 million in bonds by Southern Energy.
- Risk of delisting from Nasdaq if the $1.00 minimum bid price requirement is not met.
- Potential litigation or regulatory challenges.
Important Facts for Investor Verification
- Verify the final pro forma ownership percentages: XCF Global (69.57%), Southern Energy (20%), and DevvStream (10.43%).
- Confirm the status of the $50,000,000 post-closing funding commitment from EEME and GL, noting it is subject to "commercially reasonable efforts."
- Review the removal of the $1 billion revenue and $100 million EBITDA conditions, which significantly alters the performance hurdles for closing.
- Check the updated Special Meeting date of September 24, 2026, and ensure proxy voting instructions are updated if necessary.
- Examine the full text of Amendment No. 1 (Exhibit 2.1) and the Joint Proxy Statement/Prospectus (Form S-4) for complete details on the "Shortfall Amount" calculation and warrant terms.