XCF Global amends merger deal, raising shareholder ownership stake

XCF Global Inc. (NASDAQ: SAFX), DevvStream Corp. (OTC: DEVSF), and Southern Energy Renewables Inc. have amended their previously announced Business Combination Agreement, according to a press release from XCF Global.

Under the revised terms, existing XCF shareholders are expected to own approximately 69.57% of the combined company after closing, up from 66.7% under the original agreement. Former DevvStream shareholders would own approximately 10.43%, up from 10.0%, while former Southern shareholders would own approximately 20.0%, down from 23.3%.

The amendment also includes a $1.0 million investment in XCF by GL PART SPV I through XCF's existing warrant program, under which GL purchases warrants to acquire common stock at an exercise price of $2.50 per share. 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 of closing, and have agreed to use commercially reasonable efforts to invest at least $50 million in aggregate additional capital within 12 months of closing.

The parties also removed or revised certain closing conditions, including previously specified XCF revenue and EBITDA thresholds and a Nasdaq Sweden listing requirement. Applicable Nasdaq approval requirements remain in place.

"The amended agreement reflects continued progress toward completing the proposed combination and updates the transaction economics for our shareholders," said Chris Cooper, Chief Executive Officer of XCF Global.

XCF's previously announced full-year 2027 financial outlook remains unchanged, with the company targeting gross product sales of $775 million to $825 million, net revenue of approximately $110 million to $120 million, and EBITDA of approximately $65 million to $70 million.

Upon completion, Southern and DevvStream would each become wholly owned subsidiaries of XCF, with XCF continuing as the publicly traded parent company. Completion remains subject to satisfaction or waiver of remaining closing conditions.

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