XCF Global, Inc. has filed an amendment to its previously announced business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. The amendment, effective September 14, 2026, modifies the terms of the merger and the conditions required for closing the transaction.
Under the amended agreement, the ownership percentages following the merger have been adjusted. Former holders of Southern Energy shares will receive approximately 20% of XCF Global Common Shares, down from the originally contemplated 23.3%. Former holders of DevvStream shares will receive approximately 10.43% of the shares, up from the original 10.0%. XCF Global’s existing stockholders will hold approximately 69.57% of the shares, an increase from the previous 66.7%.
The amendment also removes several closing conditions that were previously required. These include a minimum Southern capitalization condition, Southern Energy’s engagement with an investment bank for a bond offering, a Company revenue run-rate condition, a Nasdaq Sweden listing requirement, and the requirement to obtain clearance under the HSR Act.
The effectiveness of the amendment is contingent upon a $1,000,000 investment by GL into XCF Global through the company’s warrant program. Additionally, EEME and GL have committed to providing post-closing cash proceeds totaling at least $4,373,000 within three months of the closing, and at least $50,000,000 within twelve months.
The company has postponed its Special Meeting of Stockholders, originally scheduled for September 10, 2026, to September 24, 2026, to allow stockholders time to review the amendment and updated proxy materials.
