XCF Global (SAFX) announced a material amendment to its business combination agreement with DevvStream Corp. and Southern Energy Renewables. The changes revise the pro forma equity distribution among the parties, eliminate several significant financial and operational closing conditions, and introduce new funding commitments. In connection with these changes, the special stockholder meeting to approve the transaction has been postponed.
Key Details
- Revised Post-Merger Ownership: Existing SAFX shareholders will now hold approximately 69.57% of the combined company (up from 66.7%), while former Southern Energy and DevvStream shareholders will hold approximately 20% (down from 23.3%) and 10.43% (up from 10.0%), respectively.
- Eliminated Closing Conditions: Several key hurdles to closing the merger have been removed, including a $1 billion annualized revenue and $100 million EBITDA target for SAFX, a $10 million minimum cash requirement for Southern Energy, and the need for a Nasdaq Sweden listing.
- New Funding & Meeting Date: The amendment is conditioned on a concurrent $1 million investment from GL and includes post-closing funding commitments of over $54 million. The special stockholder meeting has been postponed from September 10 to September 24, 2026.