XCF Global, Inc. 8-K

What Happened
XCF Global, Inc. (SAFX) announced on April 13, 2026 that it signed a definitive Business Combination Agreement (BCA) with DevvStream Corp. and Southern Energy Renewables Inc. The deal (described in an 8-K and a press release dated April 14, 2026) would domesticate DevvStream as a Delaware corporation and merge newly formed XCF subsidiaries into DevvStream and Southern so each becomes a wholly owned subsidiary of XCF. The parties will file a registration statement on Form S-4 and hold shareholder meetings to vote on the transaction; the merger is subject to customary closing conditions, regulatory approvals and receipt of required fairness opinions.

Key Details

• Deal mechanics: DevvStream will domesticate to Delaware; each outstanding DevvStream share will convert into XCF common shares at a specified per-share consideration; outstanding DevvStream warrants, options, RSUs and convertible notes will be assumed and adjusted into XCF securities.
• Financial and funding conditions: Southern must be approved to issue at least $400,000,000 of bonds and Southern’s unrestricted cash plus Plant Conversion Funding to XCF must total at least $10,000,000 prior to closing.
• Operational/financial milestones: A closing condition requires the Company’s blended fuel product to have annualized revenue > $1,000,000,000 and annualized EBITDA ≥ $100,000,000 by June 30, 2026 (if legally applicable).
• Governance and protections: Core securityholders entered into support & lock-up agreements (April 13, 2026) to vote in favor of the transaction; termination fees range from $510,000 to $1,190,000 depending on which party terminates under specified circumstances.

Why It Matters
This agreement is a proposed merger that could materially change XCF’s business mix and capitalization if completed, including assuming DevvStream equity awards and relying on significant financing and operational milestones (bond issuance, cash funding, and very large revenue/EBITDA targets). However, the transaction faces many closing conditions—shareholder approvals, regulatory and stock exchange clearances, required fairness opinions and specified financing—so completion is not assured. Investors should review the forthcoming S-4/proxy materials when filed for full terms and risks before making voting or investment decisions.