XCF Global, Southern Energy Renewables and DevvStream Agree to Binding Term Sheet for Three-Party Merger

GlobeNewswire

HOUSTON, Texas and SACRAMENTO, California, Jan. 26, 2026 (GLOBE NEWSWIRE) -- XCF Global, Inc. (“XCF”) , a key player in decarbonizing the aviation industry through sustainable aviation fuel (“SAF”), and DevvStream Corp. (“DevvStream”), a leading carbon management and environmental-asset monetization firm, today announced that they have agreed to a binding term sheet to combine Southern Energy Renewables Inc. (“Southern”) (together, the “Parties”) in a three-party merger.

If the Parties are able to successfully negotiate a definitive agreement, the Parties believe the combined entity will form an integrated platform of complementary assets, with the opportunity to deploy a disciplined and proprietary environmental attribute and credit generation strategy across North America and emerging markets. The binding term sheet establishes a framework for collaboration and mutual understanding among the Parties.

The proposed transaction is intended to reinforce the development of a low-carbon fuels platform designed to accelerate SAF via HEFA, e-methanol, e-methanol-to-jet fuel pathways, expand domestic production capacity, and integrate environmental-attribute monetization into a unified customer offering. As part of the evaluation and negotiation of the definitive transaction agreement, the Parties plan to explore opportunities for integrating small modular reactor (“SMR”) nuclear power with electro-sustainable aviation fuel (“eSAF”), AI data center power, and associated environmental attribute structures.

Entry into definitive transaction agreements is subject to review and approval by the Boards of Directors of the respective companies. As part of the binding term sheet, an investor has agreed to purchase shares of XCF to fund near-term operations and, critically, to complete targeted upgrades and modifications at XCF’s New Rise Reno refinery. These funds are intended to be used to:

complete required mechanical, electrical, and process upgrades,
procure catalyst, utilities, and supporting infrastructure,
finalize commissioning and reliability improvements, and
conduct certain shareholder relations activities related to the updates and modifications at XCF’s New Rise Reno refinery.

The ultimate objective of the incremental funding is to bring the New Rise Reno facility into sustained commercial production and support the ramp-up of SAF output.

Chris Cooper, Chief Executive Officer of XCF commented: “We are excited to formalize a proposed final structure with DevvStream and Southern on what we believe will be a very accretive and excellent opportunity. We believe this combination has the potential to further validate the value XCF brings to the SAF industry while increasing shareholder value and providing alternative clean fuel opportunities. If consummated, this merger has the potential to solidify our footprint in North America as the supreme SAF producer.”

Sunny Trinh, Chief Executive Officer of DevvStream commented: “We believe the next phase of SAF adoption will favor U.S.-based platforms that can move quickly, operate at scale, and better integrate environmental attributes into the fuel value chain to support project economics and customer confidence. If progressed, this merger would bring together complementary strengths—XCF’s scale and speed-to-market, Southern’s biomass feedstock focus, and DevvStream’s environmental-asset capabilities—with the shared objective of building a globally competitive low-carbon fuels platform grounded in real operating execution.”

Jay Patel, Chief Executive Officer of Southern Energy Renewables added: "Southern’s approach is centered on sustainable biomass feedstocks and scalable fuel pathways, and we see meaningful potential in combining that focus with XCF’s production footprint and ability to accelerate commercialization. Subject to completing the necessary documentation, and approvals, we believe this collaboration could create a U.S.-based platform that can compete globally.”

About XCF Global, Inc.

XCF Global, Inc. (“XCF”) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry’s transition to net-zero emissions. Our flagship facility, New Rise Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.

To learn more, visit www.xcf.global.

About DevvStream

DevvStream is a carbon management company focused on the development, investment, and sale of environmental assets worldwide, including carbon credits and renewable energy certificates.

About Southern Energy Renewables

Southern Energy Renewables Inc. is a U.S.-based clean fuels, chemicals and products developer focused on advancing large-scale biomass-to-fuels projects. These projects are designed to produce carbon-negative SAF and green methanol, supported by integrated carbon capture and sequestration.

Contact

Greg Savarese

g.savarese@xcf.global

DEVS@alpha-ir.com

408.365.4348

Additional Information and Where to Find It

In connection with the proposed business combination transaction among DevvStream, Southern, and Sierra Merger Sub, Inc., DevvStream expects that XCF will prepare and file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will contain preliminary proxy statements of DevvStream and XCF that also constitutes a prospectus of XCF (the “Proxy Statements/Prospectus”) in connection with the proposed business combination transaction. A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream, XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. DevvStream’s investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab “Financials” on the “Investors” page of the XCF’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the XCF’s Investor Relations Department at safx@xcf.global and (ii) DevvStream will be available free of charge under the tab “Financials” on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/ or by contacting DevvStream’s Investor Relations Department at ir@devvstream.com.

Participants in the Solicitation

DevvStream, Southern, XCF, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from DevvStream’s and XCF’s stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, file with the SEC on October 31, 2025, and in other documents subsequently filed with the SEC and (ii) DevvStream is contained in DevvStream’s proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025 and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the binding term sheet, the proposed transactions contemplated thereby, the anticipated structure, timing and conditions of the proposed transaction, the anticipated completion of the plant conversion specified in the binding term sheet for the proposed transaction, the achievement of specified financial and operational milestones (including annualized blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported bonds by Southern, the valuation the parties are aiming to achieve following the consummation of the proposed transaction, and the expected benefits of the proposed transaction. All statements, other than statements of historical facts, are forward-looking statements, including statements regarding the expected timing, structure and terms of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected or targeted benefits of the proposed transaction; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by words such as “aim,” “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” “objective,” “goal,” “designed,” or the negatives of these words or other similar expressions that concern XCF’s, DevvStream’s,or Southern’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.

We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.

Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion specified in the term sheet for the proposed transaction is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that XCF is unable to achieve the specified annualized revenue and EBITDA thresholds contemplated by the term sheet, which depend in significant part on XCF’s business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk that XCF is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods; (6) the risk that negotiations among the parties relating to the term sheet or any contemplated definitive agreements are delayed, modified, suspended or terminated, including as a result of alleged breaches or differing interpretations of the binding provisions of the term sheet; (7) the inability of the parties to agree on mutually acceptable definitive agreements or to satisfy or waive the closing conditions contemplated by the term sheet; (8) the occurrence of events, changes or other circumstances that could give rise to the termination of the term sheet or any related negotiations, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the binding provisions of the term sheet; (9) the outcome of any legal proceedings that may be instituted against XCF, DEVS, Southern, EEME or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (10) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party’s satisfaction therewith; (11) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated by the term sheet, including the risk that, in the event the proposed transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved); (12) changes to the structure, timing or terms of any proposed transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance; (13) the risk that required regulatory, governmental, stock exchange or stockholder approvals are not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (14) the risk that the announcement of the term sheet or the pursuit of the contemplated transactions disrupts current plans, operations or relationships of XCF, DEVS or Southern; (15) the risk that anticipated benefits of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably; (16) costs, expenses and management distraction associated with the term sheet, negotiations, potential litigation and any contemplated transactions; (17) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the parties’ businesses; and (18) other economic, business, competitive, operational or financial factors beyond management’s control, including those set forth in (i) XCF's filings with the SEC, including the final proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings XCF made or will make with the SEC in the future and (ii) DevvStream’s Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream’s profile at www.sedarplus.ca.

Although the binding term sheet provides that certain provisions are binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the negotiation, execution and delivery of definitive agreements and the satisfaction or waiver of applicable closing conditions, and the binding term sheet may be terminated in accordance with its terms. There can be no assurance that any definitive agreements will be entered into or that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.

Any forward-looking statements speak only as of the date of this communication. Neither DevvStream, XCF, Southern or EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this communication nor the continued availability of this communication in archive form on DevvStream’s website at www.devvstream.com/investors/ or XCF’s website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.

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DevvStream, XCF Global, Others to Evaluate Development of Nuclear Power, Advanced Fuels in U.S.

Dow Jones Newswires

DevvStream Corp. Common Stock

-3.42%

XCF Global, Inc. Class A Common Stock

-7.51%

By Kelly Cloonan

A group of companies including DevvStream and XCF Global plan to evaluate a collaboration focused on developing U.S.-based nuclear power for advanced fuels and tokenized environmental assets.

Under a non-binding memorandum of understanding, the companies will assess the development of zero-carbon nuclear electricity from small modular reactors to support clean fuel production and end markets that demand large amounts of energy, including artificial-intelligence data centers, DevvStream said Tuesday.

The companies will also explore the development of electricity from small modular reactors to support existing and future operating assets, including a sustainable aviation fuel refinery in Louisiana.

They will also consider tokenizing environmental assets and using digital measurement, reporting and verification systems to boost data quality and auditability.

The group of companies include DevvStream, XCF Global, Southern Energy Renewables and IP3.

The collaboration could improve liquidity and lower the cost of clean energy and fuels, DevvStream Chief Executive Sunny Trinh said.

"We see this as a potential America-first model that combines U.S. resources, digital infrastructure, and scalable markets," Trinh said.

Write to Kelly Cloonan at kelly.cloonan@wsj.com

Risk Warnings and Disclaimers

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DevvStream stock soars after nuclear power, eSAF collaboration MOU

Investing.com

XCF Global, Inc. Class A Common Stock

Investing.com -- DevvStream Corp (NASDAQ:DEVS) stock surged 6.8% Tuesday after the carbon management firm announced a non-binding memorandum of understanding to evaluate a strategic collaboration focused on small modular reactor nuclear power development and sustainable aviation fuel production.

The agreement involves IP3 Corporation, Southern Energy Renewables, and XCF Global Inc (NASDAQ:SAFX), outlining a framework to assess the development of zero-carbon nuclear electricity from small modular reactors to support clean fuel production and energy-intensive markets like AI data centers.

The proposed collaboration aims to advance reliable nuclear power to enable continuous electrolysis, hydrogen production, and downstream fuel synthesis. The parties also intend to evaluate environmental-attribute structures associated with electro-sustainable aviation fuel (eSAF) and related low-carbon fuel pathways.

"Together, we are exploring real-world asset and tokenized environmental-asset frameworks with the potential to unlock additional value, improve liquidity, and help lower the delivered cost of clean energy and fuels," said Sunny Trinh, Chief Executive Officer of DevvStream. "We see this as a potential America-first model that combines U.S. resources, digital infrastructure, and scalable markets."

The MOU also contemplates future development of digital infrastructure to enhance transparency, including tokenization of eligible environmental assets and the use of digital measurement, reporting, and verification systems.

Any specific collaboration arrangements, investments, or project development activities remain subject to confirmatory due diligence, negotiation and execution of definitive agreements, internal corporate approvals, and any required regulatory approvals.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

Risk Warnings and Disclaimers

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XCF Global, Southern Energy, and DevvStream Announce Plan to Pursue Strategic Collaboration to Build Integrated Low-Carbon Fuels Platform and Advance Multi-Pathway SAF Strategy

Acceswire

DevvStream Corp. Common Stock

-3.42%

XCF Global, Inc. Class A Common Stock

-7.51%

XCF, Southern Energy, and DevvStream to explore developing a unified commercial platform combining fuel supply, logistics, and environmental-attribute value for aviation and industrial customers
The parties believe that the partnership has the potential to advance HEFA and next-generation biomass-to-methanol-to-jet SAF pathways
The parties intend to jointly evaluate the future development of New Rise Louisiana, a SAF facility comparable in size to XCF's New Rise Reno facility of ~40 million gallons

HOUSTON, TX / ACCESS Newswire / December 12, 2025 / XCF Global, Inc. ("XCF") ; Southern Energy Renewables Inc. ("Southern"); and DevvStream Corp. ("DevvStream") (together "the parties") today announced a non-binding tripartite memorandum of understanding ("MOU") to jointly explore the potential development of a next-generation low-carbon fuels platform designed to accelerate SAF adoption, expand domestic capacity, and integrate environmental-attribute monetization into a unified customer offering.

By 2030, the U.S. SAF market is projected to reach nearly $7 billion, while global demand is expected to exceed 5.5 billion gallons, supporting a global market of more than $25 billion. By that time, approximately 4 billion people are expected to live in countries that utilize SAF for air transportation. Looking ahead to 2050, the global SAF market could exceed $250 billion. This collaboration is intended to position the parties around a unified platform that directly supports this long-term growth.

The collaboration would seek to increase long-term SAF supply across multiple production pathways while advancing the transparency and commercialization of environmental attributes. As part of the negotiation of a binding agreement, the parties expect to evaluate the commercial viability of developing a HEFA-based SAF facility in Louisiana.

Potential Unified Commercial Platform and Strategic Integration

The parties intend to negotiate a definitive collaboration agreement which, if executed, would create a collaborative venture that intends to develop a unified commercial platform that enables customers to procure fuel, logistics services, and environmental-attribute value through a single integrated offering. If developed, this structure would be expected to simplify procurement, improve pricing efficiency, and enhance long-term customer retention across the aviation and industrial markets.

Chris Cooper, Chief Executive Officer of XCF Global, said:

"This collaboration has the potential to create the foundation for a first-of-its-kind, fully integrated low-carbon fuels platform - linking production, logistics, and environmental-attribute systems into a seamless value chain. If we succeed in combining Southern's developmental stage biomass-to-methanol-to-jet technology, DevvStream's environmental-attribute and digital MRV capabilities, and XCF's HEFA production and commercial infrastructure, we see the potential to build a revolutionary end-to-end system that unlocks new value for customers and potentially accelerate the scaling of SAF in a disciplined, capital-efficient way.

"Our goal is to modernize how low-carbon fuels are produced, certified, and delivered - not as isolated components, but as an integrated solution aligned with the needs of global aviation and corporate sustainability programs."

Potential Environmental-Attribute Monetization and Digital Infrastructure

A core component of the potential collaboration is expected to be the integration of environmental-attribute capabilities, including voluntary and compliance carbon credits, CORSIA units, renewable energy certificates, digital MRV solutions, and tokenized environmental-attribute tracking systems. Under the MOU, DevvStream is expected to lead the generation, verification, and monetization of environmental assets associated with the potential platform's low-carbon fuels.

The parties plan to work towards jointly evaluating solutions to help customers capture, verify, and monetize environmental attributes, including LCFS credits, RINs, and benefits under 45Z/45Q. The parties also plan to evaluate lifecycle analysis ("LCA") methodologies and carbon-intensity optimization systems which may strengthen project economics and support high-integrity SAF development.

Carl Stanton, Chairman of DevvStream, said:

"Integrating environmental assets directly into the fuel value chain is essential to accelerating SAF deployment. This collaboration has the potential to bring together three distinct strengths - XCF's production expertise, Southern's developing advanced biomass platform, and DevvStream's environmental-asset monetization capabilities - to help improve project economics while giving airlines confidence in the integrity of their SAF purchases."

Potential Multi-Pathway SAF Collaboration and Offtake Framework

The parties intend to explore a long-term offtake framework under which XCF could purchase SAF which will eventually be produced by Southern, subject to mutual agreement on commercial terms, in order to capitalize on long-term global demand for SAF.

A key anchor for the potential collaboration is Southern's planned biomass-to-fuel facility in Louisiana, expected to produce approximately 28 million gallons of SAF and 220 kilotons of methanol per year, supported by an estimated $1.4 billion total project investment, according to Southern.

The parties further intend to explore multiple SAF production pathways with the goal of accelerating the adoption of SAF worldwide to address the forecasted industry demand noted above, including:

Southern's in-development, next-generation biomass-to-methanol-to-jet SAF platform;
XCF's HEFA-based SAF platform; and
Joint carbon-intensity and co-product optimization strategies

Jay Patel, Chief Executive Officer of Southern, added:

"We believe partnering with XCF and DevvStream would strengthen our ability to scale a multi-pathway SAF strategy grounded in real production capacity and real climate benefit. We are eager to work together to further develop our experimental $SAF token on Solana with DevvStream. Further, we believe Louisiana has the workforce, infrastructure, and feedstock resources to become a national leader in low-carbon fuels, and we see this potential collaboration as a major step toward that future."

Exploration of New Rise Louisiana SAF Facility

The parties plan to assess the potential development of New Rise Louisiana, a proposed HEFA SAF facility. The evaluation process is expected to include engineering, permitting, feedstock integration, logistics, and financing strategies.

XCF and Southern also plan to evaluate municipal financing pathways in Louisiana, following recent momentum from the Louisiana Community Development Authority, which authorized up to $402 million in potential revenue bonds for Southern's biomass-to-fuel project, subject to additional approvals, documentation, and market conditions. While not representing committed capital and there can be no assurance that any such bonds will ultimately be issued or that any particular amount of funding will be available, the authorization underscores Louisiana's growing role as a U.S. clean-energy manufacturing hub. Any XCF participation in Louisiana municipal financing strategies would be separate from and in addition to Southern's existing authorization. There can be no assurance that XCF will be able to secure any Louisiana municipal financing.

Cooper added:

"We believe Louisiana offers a compelling combination of infrastructure, talent, and policy support. We expect our evaluation of New Rise Louisiana will allow us to determine whether our modular HEFA platform can complement Southern's developing biomass capabilities while fitting squarely within our disciplined, capital-efficient growth model."

The MOU reflects a shared intent to collaborate on SAF and other low-carbon fuel opportunities. Any specific offtake arrangements, investments, or project development activities described in this release remain subject to confirmatory due diligence, negotiation and execution of definitive agreements, internal corporate approvals, and any required regulatory or permitting approvals. Accordingly, the MOU does not commit any party to proceed with any particular transaction or project.

About XCF Global, Inc.

XCF Global, Inc. ("XCF") is a pioneering sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Reno, has a nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is advancing a pipeline of three additional sites in Nevada, North Carolina, and Florida, and is building partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX. Current outstanding shares: ~208.3 million; <20% free float (as of December 12, 2025).

To learn more, visit www.xcf.global.

About Southern Energy Renewables Inc.

Southern Energy Renewables Inc. is a U.S.-based clean fuels, chemicals, and products developer focused on advancing large-scale biomass-to-fuels projects. These projects are in development and designed to produce carbon-negative SAF and green methanol, supported by integrated carbon capture and sequestration.

To learn more, visit www.southernenergyrenew.com.

About DevvStream Corp.

DevvStream Corp. is a carbon management company focused on the development, investment, and sale of environmental assets worldwide, including carbon credits and renewable energy certificates.

To learn more, visit www.devvstream.com.

Contacts

XCF Global:

C/O Camarco

XCFGlobal@camarco.co.uk

Media:

Camarco

Andrew Archer | Rosie Driscoll | Violet Wilson

XCFGlobal@camarco.co.uk

Additional Information and Where to Find It

In connection with the proposed business combination transaction among DevvStream, Southern, and Sierra Merger Sub, Inc., DevvStream will prepare and file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 that will contain a proxy statement of DevvStream that also constitutes a prospectus (the "Proxy Statement/Prospectus"). A definitive Proxy Statement/Prospectus will be mailed to stockholders of DevvStream. DevvStream and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. DevvStream's investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by DevvStream will be available free of charge under the tab "Financials" on the "Investor Relations" page of DevvStream's website at www.devvstream.com/investors/ or by contacting DevvStream's Investor Relations Department at ir@devvstream.com.

Participants in the Solicitation

DevvStream, Southern and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from DevvStream's stockholders in connection with the proposed transaction. Information regarding the directors and executive officers of DevvStream is contained in DevvStream's proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025, and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding the terms of the potential collaboration covered by the Non-Binding MOU, the expected benefits of the potential collaboration covered by the Non-Binding MOU, what financing strategies the parties to the Non-Binding MOU are expected to evaluate and the availability of such financing, estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF, DevvStream and Southern and their respective management teams, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Non-Binding MOU or others; (5) XCF's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) the parties ability to negotiate a definitive collaboration agreement and implement any collaborative business plan on an anticipated timeline; (7) the parties ability to raise financing to fund their respective operations and business plans and the terms of any such financing; (8) XCF's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (9) payment of fees, expenses and other costs related to the negotiation of a definitive collaboration agreement and the advancement of the potential collaboration; (10) the risk of disruption to the current plans and operations of XCF, Southern and DevvStream as a result of pursuing the potential collaboration, including on the proposed business combination of DevvStream; (11) the parties ability to recognize the anticipated benefits of potential collaboration contemplated by the Non-Binding MOU, which may be affected by, among other things, competition, the ability of parties to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (12) changes in applicable laws or regulations; (13) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (14) the possibility that the parties may be adversely affected by other economic, business, and/or competitive factors; (15) the availability of tax credits and other federal, state or local government support; (16) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (17) the risk that XCF's and DevvStream's reporting and compliance obligations as publicly-traded companies divert management resources from business operations; (18) LOIs and MOUs, including the Non-Binding MOU among XCF, Southern and DevvStream described herein, may not advance to definitive agreements or commercial deployment, and there can be no assurance that XCF and Southern will successfully negotiate offtake arrangements or develop the contemplated New Rise Louisiana facility; and (19) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF's and DevvStream's filings with the Securities and Exchange Commission ("SEC"). If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF's, Southern's and/or DevvStream's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that none of XCF, Southern or DevvStream presently know or that they currently believe are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF's, Southern's and DevvStream's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF's, Southern's or DevvStream's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF, Southern or DevvStream may elect to update these forward-looking statements at some point in the future, XCF, Southern and DevvStream specifically disclaims any obligation to do so. Neither future distribution of this press release nor the continued availability of this communication in archive form on DevvStream's website at http://www.devvstream.com/investors should be deemed to constitute an update or re-affirmation of these statements as of any future date.

SOURCE: XCF Global, Inc.

View the original press release on ACCESS Newswire

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XCF Global stock rises after advancing second SAF production facility

Investing.com

Advanced Micro Devices

-1.69%

XCF Global, Inc. Class A Common Stock

-7.51%

Investing.com -- XCF Global, Inc. (NASDAQ:SAFX) stock rose 4.3% Friday after the company announced development milestones for its second Sustainable Aviation Fuel (SAF) production facility, New Rise Reno 2.

The company has completed initial site work at the new facility, including grading of the 10-acre parcel and construction of access roads. Engineering, design, and project planning are underway, positioning construction to begin in 2026.

XCF plans to invest approximately $300 million in the new facility, which will be located adjacent to its existing New Rise Reno site in Nevada. The expansion will double the company’s total SAF production capacity to approximately 80 million gallons annually.

The new facility will benefit from integration with common infrastructure at the existing site, including gas, water, rail, and personnel offices, as well as pre-treatment, hydrogen production, and logistics infrastructure. This integration is expected to reduce capital costs, lower execution risk, and accelerate time to production.

In November, XCF signed a Memorandum of Understanding with BGN INT US LLC to jointly develop global distribution, marketing, and offtake frameworks across Europe, the Middle East, and other strategic markets.

The expansion comes amid increasing global demand for SAF, driven by tightening mandates in major aviation markets. The U.S. has set targets for 3 billion gallons of SAF annually by 2030, while the European Union’s ReFuelEU Aviation Mandates will require airlines to blend 2% SAF in 2025, increasing to 70% by 2050.

The U.S. SAF market is projected to reach nearly $7 billion by 2030, with global demand expected to exceed $25 billion.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

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XCF Global Moves to Double SAF Production with New Rise Reno Expansion

Acceswire

XCF Global, Inc. Class A Common Stock

-7.51%

Initial development completed at New Rise Reno 2, advancing XCF's second SAF production facility and positioning construction to begin in 2026.
$300 million planned investment will double XCF's total SAF production capacity to ~80 million gallons annually, positioning New Rise Reno as a major U.S. SAF production center.
Global demand accelerates as mandates tighten, creating one of the strongest growth opportunities in renewable fuels - one that XCF's modular SAF platform is positioned to capture.

HOUSTON, TX / ACCESS Newswire / December 5, 2025 / XCF Global, Inc. ("XCF") , a key player in decarbonizing the aviation industry through Sustainable Aviation Fuel ("SAF"), today announced new development milestones at its New Rise Reno 2 site, the Company's second SAF production facility and the next deployment of its scalable, modular production platform.

XCF has completed initial site work at New Rise Reno 2, including grading of the 10-acre parcel and construction of new access roads. Engineering, design, and project planning are underway, positioning construction to begin in 2026.

Located adjacent to the existing New Rise Reno facility in Nevada, the new site will benefit from integration with common facilities such as gas, water, rail, and personnel offices as well as existing pre-treatment, hydrogen production, and broader logistics infrastructure - reducing capital costs, lowering execution risk, and accelerating time to production.

Since inception, approximately $350 million has been invested in XCF's flagship New Rise Reno facility. New Rise Reno 2 represents the next phase of this growth strategy, with an expected $300 million investment enabling XCF to double SAF production capacity to ~80 million gallons annually.

Chris Cooper, CEO of XCF Global, commented:

"New Rise Reno 2 is the next leap forward in our growth strategy. By adding a second, fully integrated facility, we're turning New Rise Reno intoa major U.S. SAF production center and positioning XCF for sustained, long-term growth. This expansion exemplifies how XCF grows: intentionally, efficiently, and with a platform built to meet surging global demand."

Rendering of New Rise Reno 2

Expanding Global Reach

The development of New Rise Reno 2 strengthens XCF's ability to meet rising SAF demand across the world's most important aviation markets. In November, XCF signed a Memorandum of Understanding ("MOU") with BGN INT US LLC ("BGN"), a global energy and commodities group, to jointly develop global distribution, marketing, and offtake frameworks across Europe, the Middle East, and other strategic markets.

The partnership would connect XCF's expanding production capacity with BGN's global logistics and trading network, creating an integrated supply chain from feedstock to finished fuel.

This strategic alignment comes as demand accelerates across major aviation markets.

U.S. SAF Grand Challenge: Federal targets call for 3 billion gallons of SAF per year by 2030 and 35 billion gallons to satisfy 100% of domestic demand by 2050; however, current U.S. production remains below 1% of jet fuel demand.

ReFuelEU Aviation Mandates: Airlines will be required to blend 2% SAF in 2025, increasing to 6% by 2030, and 20% by 2035, ultimately rising to 70% by 2050. With regional supply unable to meet these mandated volumes, Europe is expected to face structural shortages and persistently elevated SAF pricing.

Together, the U.S. and Europe represent one of the largest and fastest-growing opportunities in the clean-energy transition, with the U.S. SAF market projected to reach nearly $7 billion by 2030 and global demand exceeding $25 billion. XCF's scalable, modular SAF platform is built to scale directly into this opportunity.

XCF will continue to provide updates as development progresses.

About XCF Global, Inc.

To learn more, visit www.xcf.global.

Contacts

XCF Global:

C/O Camarco

XCFGlobal@camarco.co.uk

Media:

Camarco

Andrew Archer | Rosie Driscoll | Violet Wilson

XCFGlobal@camarco.co.uk

Forward-Looking Statements

This Press Release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding XCF Global's expectations with respect to future performance and anticipated financial impacts of the recently completed business combination with Focus Impact BH3 Acquisition Company (the "Business Combination"), estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including the final proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.

SOURCE: XCF Global, Inc.

View the original press release on ACCESS Newswire

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Devvstream stock plunges after merger announcement with Southern Energy

Investing.com

DevvStream Corp. Common Stock

-3.42%

NVIDIA

-2.84%

Investing.com -- DevvStream Corp (NASDAQ:DEVS) stock plummeted 14.1% Wednesday after the carbon management firm announced a definitive agreement to combine with Southern Energy Renewables, a U.S.-based producer of biomass-derived fuels.

The merger will create a new U.S.-domiciled, Nasdaq-listed company focused on producing carbon-negative sustainable aviation fuel (SAF) and green methanol. Under the agreement, Southern equity holders will own approximately 70% of the combined entity, while DevvStream shareholders will retain about 30%.

As part of the transaction, Southern has already made an initial investment of approximately $2.0 million in DevvStream, purchasing 128,370 shares at $15.58 per share. The new company will operate under the Southern Energy Renewables name and be led by Carl Stanton as CEO.

The combined business aims to help aviation and maritime operators meet tightening global emissions mandates by creating an integrated clean-fuels platform based in Louisiana. Southern recently secured a $402 million bond allocation from the Louisiana Community Development Authority to support its flagship biomass-to-fuel facility.

"Aviation and maritime operators are facing some of the most ambitious decarbonization mandates globally, and most of them want to comply," said Stanton, currently Chairman of DevvStream. "But today’s renewable fuel options remain materially more expensive than fossil fuels, which is slowing adoption."

The transaction is expected to close in the first half of 2026, subject to shareholder approvals, regulatory clearances, and other customary closing conditions. The combined company plans to operate two divisions: one focused on climate solutions generating environmental assets, and another centered on clean fuels production.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

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