XCF Global and DevvStream to Develop 45Z Clean Fuel Credit Platform
XCF Global (SAFX) and DevvStream Corp. (DEVS) announced that as part of their previously announced three-party Business Combination Agreement with Southern Energy Renewables the combined entity will explore the development of an integrated platform designed to generate, verify, and market 45Z Clean Fuel Production Credits generated through XCF's production of SAF. The company said, "If successfully developed, we believe this platform would represent an industry-first model in which a SAF producer and a dedicated environmental attribute monetization firm operate as a single, vertically integrated entity, linking domestic clean fuel production directly with structured transfer and sale of clean fuel tax credits. Strategic Highlights: XCF's New Rise Reno facility has a permitted nameplate production capacity of 38 million gallons per year and produces SAF using domestic non-food waste for feedstocks, qualifying the company as a registered clean fuel producer under Section 45Z, which provides potential eligibility of up to $.60 per gallon in transferable tax credits for qualifying SAF production through Dec 31, 2029. DevvStream's environmental-asset monetization infrastructure is expected to provide the verification, recordkeeping, and buyer-matching capabilities needed to market 45Z credits under Section 6418 to unrelated corporate buyers seeking to reduce their U.S. tax liability. At projected SAF production volumes, and subject to facility qualifications and regulatory finalization, the combined platform could generate meaningful annual 45Z credit values, subject to final regulations, verification, and market conditions as XCF scales its planned production capacity."
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- Agreement Confirmation: DevvStream, XCF, and Southern have confirmed that their Business Combination Agreement (BCA) remains in full effect, despite the automatic termination of the prior merger agreement, ensuring continuity and stability in the merger process.
- Role of Fairness Opinions: Following the expiration of the Fairness Opinion Termination Rights outlined in the BCA, DevvStream and XCF have received the necessary fairness opinions, leading to the automatic termination of the prior merger agreement without liability, facilitating a smooth merger progression.
- Upcoming Registration Statement: The parties expect to file a Form S-4 registration statement with the SEC in the coming weeks, which is a critical step toward obtaining SEC effectiveness and shareholder approvals necessary for closing the proposed combination.
- Market Impact Analysis: This merger is set to enhance DevvStream's market position in carbon management and renewable energy, with XCF's renewable diesel production capacity of 38 million gallons per year expected to strengthen the competitive edge of all parties in the sustainable energy market.
- Index Reconstitution: FTSE Russell has released a preliminary list for the Russell 3000 Index reconstitution set for June 26, which includes new additions like ChargePoint and FuelCell Energy, likely enhancing their market visibility and liquidity.
- New Additions: Companies such as ChargePoint, FuelCell Energy, and Canadian Solar are set to join the Russell 3000 Index, which could broaden their investor base, potentially driving stock price increases and boosting market confidence.
- Companies Removed: New Fortress Energy and DMC Global are among those being removed from the Russell 3000 Index, which may lead to decreased liquidity and diminished investor confidence, adversely affecting their stock performance.
- Market Implications: This reconstitution highlights the dynamic shifts within the energy sector, particularly in the EV charging and renewable energy spaces, which may prompt investors to reassess their strategies and investment in these companies.
- Debt Reduction Plan: XCF Global has agreed to satisfy approximately $16.7 million in outstanding debt and property liens by issuing 37.03 million shares of Class A common stock to key stakeholder Encore DEC LLC, which will significantly improve the company's financial condition.
- Equity Issuance Details: The shares will be issued at a conversion price of $0.451 each, based on a pricing formula tied to the company's recent stock performance, aimed at enhancing financial flexibility through reduced indebtedness.
- Subsidiary Involvement: The agreement involves XCF Global's subsidiary New Rise Renewables Reno LLC, aiming to eliminate property liens associated with the design and construction of its new facility, thereby supporting future operational execution.
- Long-term Growth Strategy: Through this debt reduction transaction, XCF Global plans to focus on operational execution and long-term growth, indicating the company's ongoing commitment to development in the renewable fuels sector.
- Successful Financing: XCF Global has raised $10 million by selling 100 million shares of common stock to private investors, providing essential funding for its planned plant conversion at the New Rise Renewables facility in Reno, thereby securing the financial foundation for the project.
- Business Combination Advancement: This funding satisfies a key financing condition tied to the proposed three-party business combination with DevvStream and Southern Energy Renewables, indicating the company's proactive steps in resource integration and market share expansion.
- Complex Transaction Conditions: Although the financing is complete, the transaction remains subject to several closing conditions, including shareholder approvals, regulatory clearances, stock exchange listing approvals, and other milestones, which could affect the timeline for finalizing the deal.
- Market Reaction: DevvStream's stock price fell 1.75% in pre-market trading to $0.6791, reflecting market caution regarding the transaction and its potential risks.

- Financial Evaluation: Discussions are ongoing regarding the financial impact of evaluating notices.
- Involvement of Phillips: The evaluation process includes consultations with Phillips, indicating a collaborative approach.

Supply Termination: Global Inc. has announced the termination of its supply agreement with New Riser Renewables, effective May 1, 2026.
Offtake Agreement: The termination also includes an offtake agreement, indicating a significant shift in their business relationship.







