XCF Global, Southern Energy Renewables, and DevvStream Sign Definitive Business Combination Agreement Related to Previously Announced Three-Party Merger Proposal

Creating the next-generation energy transition platform: This proposed transaction unites SAF, green methanol, renewable products, environmental attribute monetisation, and advanced energy infrastructure into a single platform that can be scaled globally.

Integrated fuel markets, infrastructure markets, and environmental markets: The combined company is expected to connect low-carbon fuel production with carbon credits and related instruments, long-term offtake commercialisation, and infrastructure development.

Supporting customer decarbonisation strategies: Combining scalable low-carbon fuels and environmental attribute monetisation enables this platform to help airlines and corporate customers meet regulatory and sustainability requirements more flexibly.

Houston & Calgary, Alberta–(ANTARA/Business Wire)– XCF Global, Inc. (Nasdaq: SAFX) (“XCF”) is a leading company in aviation industry decarbonisation through Sustainable Aviation Fuel (“SAF”). DevvStream Corp. (NASDAQ: DEVS) (“DevvStream”) is a leading carbon management and environmental asset monetisation company. Today, both companies announced the signing of a definitive Business Combination Agreement with Southern Energy Renewables Inc. (“Southern”). This step is a significant milestone for the initiative announced by all three parties to create a combined energy transition platform designed to develop and scale next-generation Sustainable Aviation Fuel (“SAF”), green methanol, renewable products, and low-carbon energy infrastructure while integrating environmental attribute monetisation across the value chain. This platform will be able to compete with China and the world in providing fuels and other products without subsidies. The transaction remains subject to customary closing conditions as well as other termination provisions and events (including not obtaining a fairness opinion in a timely manner) as set forth in the Business Combination Agreement.

The combined company will create a globally scalable multi-asset alternative energy platform. This platform is expected to integrate low-carbon fuels, including SAF, methanol, renewable products, and methanol-to-jet fuel pathways; living environmental attribute monetisation, including carbon credits and related instruments; advanced energy systems, including Small Modular Reactors (“SMRs”) to supply energy for fuel production and AI data centres; and infrastructure buildout and long-term offtake commercialisation.

All parties believe this platform has the potential to achieve substantial scale and significant long-term growth across fuel production markets, infrastructure markets, and living environmental markets.

Transaction Structure

The transaction will be executed through a series of merger and restructuring steps. DevvStream will change its legal domicile from Alberta to Delaware prior to closing. XCF will acquire DevvStream and Southern 100% through the merger surviving subsidiary; DevvStream and Southern will each continue to operate as wholly owned subsidiaries of XCF. Existing DevvStream and Southern shareholders will receive XCF common shares.

Following the closing, ownership of the combined company is expected to be approximately 66.7% for existing XCF shareholders; 23.3% for Southern shareholders; and 10% for DevvStream shareholders.

Capital Formation and Infrastructure Investment

As part of the transaction, XCF has invested approximately $10 million in the buildout and conversion of its New Rise Reno facility to support SAF production and blending capacity. This platform is designed to support large-scale fuel production and commercialisation, including long-term offtake agreements. Southern is also expected to pursue up to $400 million in bond financing to support infrastructure expansion.

The combined company also targets (and the transaction is contingent on several milestones) key operations, including annual fuel-related revenue exceeding $1 billion, and minimum annual EBITDA of $100 million.

Strategic Rationale

This combination brings together complementary capabilities across the energy and sustainability value chain. DevvStream contributes environmental asset development, carbon credit generation, and monetisation capabilities. Southern contributes product diversification, technology development, and clean end-products that can compete with traditional end-products. XCF contributes platform-level capital markets access and alternative energy investment strategy. For customers, this integrated platform is designed to expand access to low-carbon and non-fossil fuel solutions while providing greater flexibility in how emissions reductions are achieved and verified, thereby helping airlines and corporate customers meet regulatory, compliance, and decarbonisation goals across various markets and feedstocks.

Together, all parties believe the combined company will be positioned to accelerate the deployment of renewable and distributed energy infrastructure, enhance the production and monetisation of environmental assets, and deliver integrated, financeable sustainability solutions to the global market.

Leadership Comments

Chris Cooper, Chief Executive Officer of XCF Global, said, “We aim to build one of the most comprehensive alternative energy platforms in the market that integrates production, power, and monetisation. This transaction accelerates our vision. For airlines and corporate customers, they will have easier access to scalable SAF solutions, combined with high-integrity living environmental attributes that support compliance.”