XCF Global Amends Business Combination Agreement Increasing Shareholder Ownership

XCF Global Inc, a U.S.-based producer of renewable diesel and sustainable aviation fuel (SAF), has amended its business combination agreement with DevvStream Corp and Southern Energy Renewables Inc. The changes aim to increase shareholder ownership and establish additional capital support for XCF.

Under the amended agreement, existing XCF shareholders are expected to own approximately 69.57% of the combined company following the closing, up from 66.7% under the original agreement. Former DevvStream shareholders will own approximately 10.43%, up from 10.0%, while former Southern shareholders will own 20.0%, compared to 23.3% previously.

The amendment also includes a $1.0 million investment in XCF by GL PART SPV I, which will be made through the company's previously announced warrant program. GL will purchase warrants to acquire common stock of XCF at an exercise price of $2.50 per share. Additionally, EEME Energy SPV I LLC and GL PART SPV I, LLC have agreed to fund at least $4.3 million in aggregate additional capital to XCF within three months following the closing. They have also committed to investing at least $50 million in aggregate additional capital to XCF during the 12 months following the business combination.

XCF Global's CEO, Chris Cooper, stated, "The amended agreement reflects continued progress toward completing the proposed combination and updates the transaction economics for our shareholders. We believe the $1.0 million investment in XCF by our existing shareholder GL through warrants exercisable at $2.50 per share demonstrates GL's belief in XCF's potential future growth in shareholder value."

The combined platform is intended to serve aviation, marine, industrial, and other customers across renewable fuels, infrastructure, and environmental markets. The business combination is expected to create a broader platform with multiple pathways for commercial growth.

XCF Global's financial outlook remains unchanged. The company continues to target gross product sales of $775 to $825 million, net revenue of approximately $110 million to $120 million, and EBITDA of approximately $65 million to $70 million for the year ending December 31, 2027. The removal of the prior revenue and EBITDA closing condition under the business combination agreement does not represent a change to XCF's previously disclosed outlook.

The proposed combination is expected to bring together XCF's renewable fuels operating platform, Southern's energy infrastructure and development opportunities, and DevvStream's environmental-asset development and monetization capabilities. Upon completion, Southern and DevvStream would each become wholly owned subsidiaries of XCF, with XCF continuing as the publicly traded parent company.

Completion of the business combination remains subject to the satisfaction or waiver of the remaining closing conditions under the business combination agreement, as amended.