SAFX News & Events

XCF Global announced that, at a Special Meeting of its Stockholders held on March 6, 2026, its stockholders approved the issuance of 19.99% or more of the Company's issued and outstanding Common Stock as of January 26, 2026 pursuant to a private placement offering of shares of Common Stock to a single investor in accordance with Nasdaq Listing Rules 5635(d) and 5635(b). As XCF previously reported, on January 26, 2026, XCF entered into a binding term sheet with Southern Energy Renewables, DevvStream Corp., and EEME Energy SPV I, which sets forth the principal terms and conditions of a proposed business combination among such parties. The Term Sheet also contemplates that XCF will invest $10 million to convert and build out its New Rise Renewables Reno facility for SAF production and blending and related corporate purposes, to be funded through the sale by XCF to EEME of $10 million of Common Stock; provided that in no event would XCF issue to EEME, nor would EEME acquire more than 41,639,170 shares of XCF's common stock pursuant to the Term Sheet or acquire or to otherwise become, directly or indirectly, a "beneficial owner" of a number of shares of Common Stock in excess of 19.99% of the issued and outstanding shares of Common Stock as of the date hereof until such time as XCF has obtain stockholder approval for such issuance. As part of the planned Plant Conversion, XCF has initiated upgrades to the New Rise Renewables Reno facility, including the procurement of a new hydrotreating catalyst. This technology will enable the facility to convert a broad range of renewable feedstocks into high-quality neat sustainable aviation fuel, SAF, that meets ASTM D7566 specifications. The upgraded hydrotreating system will utilize Axens' Vegan technology, a proven platform designed for flexible high -performance renewable fuel production. XCF's stockholder approval obtained at the March 6, 2026 Special Meeting of Stockholders removes the Share Cap and allows EEME to acquire the balance of the shares it committed to purchase pursuant to the Term Sheet. Prior to today, EEME had acquired 38,000,000 shares of XCF Common Stock pursuant to the Term Sheet for a total of $3,800,000. XCF anticipates that EEME will acquire remaining 62,000,000 shares under the Term Sheet, for a total of $6,200,000, in two equal tranches, with half being funded during the week of March 7, 2026, and the other half being funded during the week of March 31, 2026. The proposed business combination remains subject to negotiation of definitive agreements and required approvals. EEME's obligation to acquire such shares is independent of the remainder of the proposed Transaction contemplated by the Term Sheet.

DevvStream (DEVS) announced that it has signed a term sheet with Southern Energy Renewables and Frontline BioEnergy, a trade name of Frontline Group, that outlines an expanded collaboration to support the development and de-risking of Southern's planned biomass-to-fuels and chemicals platform in Louisiana. Under the term sheet, Southern expects to provide up to $2.05M to fund the design, construction, and commissioning of the MeOH PDU and MTH PDU, with Frontline expected to self-perform most engineering, procurement, fabrication, and construction activities. Southern is expected to own the equipment and materials purchased with Southern funds used to construct the PDUs. Frontline is expected to be affirmed as Southern's exclusive gasification company and, subject to definitive agreements and performance terms, to serve as Southern's exclusive gasification provider for a five-year period for commercial deployment. DevvStream is expected to serve as the exclusive carbon credit and environmental-asset manager for SER's commercial projects. XCF Global (XCF) is anticipated to play a key role in the collaboration, contributing downstream fuels expertise, market and offtake insight, and execution support intended to help translate pilot scale validation into commercial deployment. This collaboration is also intended to support the broader strategic objectives described in a recently announced binding term sheet regarding a potential three-party merger among DevvStream, Southern, and XCF. If the three parties are able to successfully negotiate definitive agreements, DevvStream believes the Frontline pilot-scale program can help validate Southern's biomass-to-methanol and methanol-to-jet pathways, complement XCF's downstream SAF production capabilities, and further de-risk commercialization for the proposed Louisiana development pathway.

XCF Global (SAFX) and DevvStream Corp. (DEVS) have agreed to a binding term sheet to combine Southern Energy Renewables 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 nuclear power with electro-sustainable aviation fuel, 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.