Item 8.01 Other Events. On July 27, 2026, XCF Global, Inc. (“XCF Global”) filed a preliminary proxy statement, pursuant to that certain business combination agreement dated as of April 13, 2026 (the “Business Combination Agreement”), by and among XCF Global, DevvStream Corp., an Alberta corporation, Southern Energy Renewables Inc., a Louisiana corporation, DevvStream Merger Sub Inc., a Delaware co…
XCF Global, Inc. (“XCF”) is a U.S.-based producer of renewable diesel and sustainable aviation fuel (“SAF”) focused on decarbonizing transportation while supporting domestic fuel supply and energy security. The Company’s flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of up to 38 million gallons per year. XCF intends to advance a pipeline of potential expansion opportunities in Nevada, North Carolina and Florida and to build relationships across the energy and transportation sectors that it believes could support the scaling of renewable fuels production. Any such opportunities remain subject to, among other factors, feasibility assessments, financing, regulatory approvals and market conditions. XCF is listed on the Nasdaq Capital Market and trades under the symbol SAFX. To learn more, visit xcf.global
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On July 27, 2026, XCF Global, Inc. (“XCF
Global”) filed a preliminary proxy statement, pursuant to that certain business combination agreement dated as of April
13, 2026 (the “Business Combination Agreement”), by and among XCF Global, DevvStream Corp., an Alberta corporation, Southern Energy Renewables
Inc., a Louisiana corporation, DevvStream Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global
and Southern Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global, in connection with a special
meeting of stockholders (the “Special Meeting”) to vote on the approval and adoption of the following
proposals:
Proposal No. 1 — XCF Global Authorized Stock Increase Proposal: To increase the number
of shares of XCF Global Class A common stock, par value $0.0001 per share (the “XCF Global Common Stock”) that
XCF Global is authorized to issue from 500,000,000 to 1,700,000,000;
Proposal No. 2 — XCF Global Stock Issuance Proposal: To vote on a proposal to approve,
in accordance with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of 19.99% or more of XCF Global’s issued
and outstanding XCF Global Common Stock, constituting the stock consideration to be issued pursuant to the Business Combination Agreement;
Proposal No. 3 — XCF Global Director Election Proposal: To elect seven directors, effective
as of the effective time of the business combination contemplated by the Business Combination Agreement, to serve on the board of directors
of the post-closing company until their respective successors are duly elected and qualified or until such directors’ earlier
death, resignation or removal;
Proposal No. 4 — XCF Global 2025 Equity Incentive Plan Increase Proposal: To approve
the increase of the number of shares of XCF Global Common Stock reserved for issuance under the XCF Global 2025 Equity Incentive Plan
from 14,557,181 to 80,000,000; and
Proposal No. 5 — XCF Global Adjournment Proposal: To vote on a proposal to authorize
an adjournment of the XCF Global Special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies
if there are not sufficient votes in favor of the XCF Global Stock Issuance Proposal.
The XCF Global board of directors has established July 29, 2026 as
the record date for the Special Meeting. Stockholders of record of XCF Global as of the close of business on the record date will be entitled
to notice of and to vote at the Special Meeting.
Additional Information
Nothing in the foregoing communication shall constitute a solicitation
to buy or an offer to sell any of XCF Global’s securities. XCF Global’s stockholders and other investors are urged to read
the proxy statement (a preliminary filing of which has been made with the Securities and Exchange Commission (the “SEC”))
because it will contain important information relating to the foregoing. Copies of XCF Global’s SEC filings are available free of
charge at the SEC’s website (http://www.sec.gov).
Participants in a Solicitation
The directors and executive officers of XCF Global and other persons
may be deemed to be participants in the solicitation of proxies in respect of any proposals to be voted on at the Special Meeting. Information
regarding the directors and executive officers of XCF Global is available in its preliminary proxy statement, which was filed with the
SEC on July 27, 2026. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be available in the proxy materials regarding the proposed transaction (a preliminary
filing of which has been made with the SEC). Free copies of these documents may be obtained as described in the preceding paragraph.