XCF Global, Inc. 8-K

What Happened XCF Global, Inc. filed a preliminary proxy statement on July 27, 2026 in connection with a Business Combination Agreement dated April 13, 2026 among XCF Global, DevvStream Corp., Southern Energy Renewables Inc., and XCF’s merger subsidiaries. The proxy seeks shareholder approval at a Special Meeting for the transaction and related corporate actions, with a record date set for July 29, 2026.

Key Details

• Increase authorized Class A common stock from 500,000,000 to 1,700,000,000 shares.
• Approve potential issuance of 19.99% or more of XCF’s outstanding stock as deal consideration (seeking Nasdaq Rule 5635(a),(b),(d) approval).
• Elect seven directors at closing and increase the XCF Global 2025 Equity Incentive Plan reserve from 14,557,181 to 80,000,000 shares.
• Proposal also includes authority to adjourn the Special Meeting to solicit additional proxies if needed.

Why It Matters Shareholders will vote on measures that enable the merger to close (share-authority and Nasdaq approvals) and on governance and compensation changes (new directors and a much larger equity plan). These approvals, if passed, permit issuance of sizable stock consideration and increase potential dilution for existing holders; the adjournment proposal provides the board flexibility to obtain necessary votes. Copies of the proxy are available on the SEC website for investors seeking full details.