SAFX · XCF Global, Inc. Class A Common Stock

XCF Global (Nasdaq: SAFX) disclosed execution of a definitive Business Combination Agreement (BCA) dated April 13, 2026, with DevvStream Corp. (Alberta) and Southern Energy Renewables Inc. (Louisiana), formalizing a previously announced January 26, 2026 term sheet. The structure involves DevvStream's domestication to Delaware, followed by simultaneous mergers where XCF's wholly-owned merger subs acquire both targets, with DevvStream and Southern surviving as subsidiaries. Existing equity converts to XCF Class A common shares: Southern Consideration Shares and DevvStream Per Share Consideration (exact exchange ratios undisclosed). DevvStream equity awards (warrants, options, RSUs, convertible notes) convert into equivalent XCF rights adjusted by the exchange ratio. Core securityholders of all parties executed Support & Lock-Up Agreements dated April 13, ensuring requisite approvals as they hold sufficient votes. Closing requires Company/DevvStream shareholder resolutions (ensured by support agreements), SEC effectiveness of Form S-4 (containing proxies/circulars), regulatory/stock exchange approvals, fairness opinions, and stringent conditions including Southern's $400M Louisiana bond approval with investment bank engagement, Plant Conversion Funding, $10M minimum unrestricted cash, EEME Energy SPV I LLC majority ownership of Southern, SAF Offtake Agreement execution/public announcement, European Offtake Agreements, and XCF achieving $1B annualized blended fuel revenue/$100M EBITDA by June 30, 2026. Termination rights include outside date (10 months, extendable 30 days), uncured breaches, superior proposals (with matching rights and $510K/$1.7M fees), and fairness opinion failures (no fee). Each party bears own expenses except specific reimbursements up to $170K/$397K on failed approvals. Item 7.01 furnishes April 14 press release (Exhibit 99.1) highlighting platform integration for SAF, green methanol, carbon credits, and SMR-powered infrastructure targeting $3B enterprise value.