XCF Global, Inc. Announces Amendment to Business Combination Agreement

What Happened
XCF Global, Inc. (SAFX) filed an 8-K on September 14, 2026 reporting Amendment No. 1 to the Business Combination Agreement among XCF Global, DevvStream Corp., Southern Energy Renewables Inc., and related parties. The Amendment adjusts the merger consideration percentages (changing the shares to be issued to Southern Energy and DevvStream holders), deletes several prior closing conditions, conditions effectiveness on a concurrent $1,000,000 warrant investment from GL PART SPV I, LLC, and adds post-closing funding commitments from EEME Energy SPV I LLC and GL.

Key Details

• Share allocation changes: Southern Energy holders to own ~20.0% of post-closing XCF common shares (reduced from ~23.3%); DevvStream holders to own ~10.43% (up from ~10.0%); existing XCF stockholders to hold ~69.57% (up from ~66.7%).
• Deleted closing conditions include: a $10.0M minimum Southern capitalization requirement, a Southern bond issuance/investment bank requirement, a $1.0B blended-fuel revenue / $100M EBITDA run-rate target, Nasdaq Sweden listing requirement, and HSR Act clearance.
• Financing and funding commitments: effectiveness conditioned on GL’s concurrent $1,000,000 warrant purchase (exercise price $2.50). Post-closing, EEME and GL must fund at least $4,373,000 (plus a defined Shortfall Amount) within 3 months and use commercially reasonable efforts to provide an additional aggregate $50,000,000 within 12 months.
• Corporate actions and proxy: XCF postponed its special meeting from Sept 10 to Sept 24, 2026 to allow review of the Amendment; the Board unanimously recommends stockholders vote FOR the related proposals.

Why It Matters
For investors, the Amendment materially affects ownership percentages and reduces several previously required closing hurdles, which may make the transaction easier to close but also changes the risk/benefit profile shareholders originally reviewed. The added GL and EEME funding commitments provide explicit near-term and follow-on capital expectations (including a sizable $50M target), while the $1M GL warrant investment is a condition to effectiveness. Stockholders should review the updated proxy materials before voting, since the Amendment alters the transaction economics and closing conditions described in the earlier proxy/prospectus.