XCF Global, Southern, DevvStream sign definitive business-combination agreement

XCF Global Inc. announced April 16 that it and DevvStream Corp. have executed a definitive business-combination agreement with Southern Energy Renewables Inc., the next milestone in the three parties’ previously announced initiative to establish a combined energy-transition platform designed to develop and scale sustainable aviation fuel (SAF), green methanol, renewable products and next-generation low-carbon energy infrastructure, while embedding environmental-attribute monetization across the value chain.

This platform, according to XCF, will be able to compete with China and the world on providing fuels and other products without subsidies.

The transaction remains subject to customary closing conditions as well as the other terms, closing conditions and termination events (including failure to timely receive the applicable fairness opinions) set forth in the agreement.

The combined company is being formed with the objective of building a multiasset, globally scalable alternative energy platform, according to XCF.

The platform is expected to integrate low-carbon fuels including:

• SAF, methanol, renewable products and methanol-to-jet fuel pathways.

• Environmental-attribute monetization, including carbon credits and related instruments.

• Advanced energy systems, including small modular nuclear reactors (SMRs) to power fuel production and artificial-intelligence (AI) data centers.

• Infrastructure development together with long-term offtake commercialization.

XCF said the parties believe the platform has the potential to achieve substantial scale and has significant long-term growth potential across fuel production, infrastructure and environmental markets.

The transaction will be executed through a series of mergers and restructuring steps.

DevvStream will domesticate from Alberta to Delaware prior to closing.

XCF will acquire 100 percent of DevvStream and Southern through merger subsidiaries, and DevvStream and Southern will each survive as wholly owned subsidiaries of XCF.

Existing shareholders of DevvStream and Southern will receive shares of XCF common stock.

Following closing, ownership of the combined company is expected to be approximately 66.7 percent for existing XCF shareholders, 23.3 percent for Southern shareholders, and 10 percent for DevvStream shareholders.

As part of the transaction, XCF has been investing $10 million into the buildout and conversion of its New Rise Reno facility to support SAF production and blending capacity.

The platform is designed to support large-scale fuel production and commercialization, including long-term offtake agreements.

Southern is also expected to pursue up to $400 million in bond financing to support infrastructure expansion.

The combined company is also targeting—and the transaction is conditioned upon the achievement of—key operational milestones, including annualized fuel-related revenues exceeding $1 billion and minimum annualized EBITDA of $100 million.

The combination, according to XCF, brings together complementary capabilities across the energy and sustainability value chain.

DevvStream contributes environmental-asset development, carbon-credit generation and monetization capabilities.

Southern contributes product diversification, technology development and clean end products that compete with traditional end products.

XCF contributes platform-level capital-markets access and an alternative energy investment strategy.

For customers, this integrated platform is designed to expand access to lower-carbon, nonfossil-based fuel solutions while providing greater flexibility in how emissions reductions are achieved and verified, helping airlines and corporate customers meet regulatory, compliance and decarbonization objectives across diverse markets and feedstock pathways, XCF stated.

Together, XCF said the parties believe the combined company will be positioned to accelerate deployment of renewable and distributed energy infrastructure, scale the generation and monetization of environmental assets and deliver integrated, financeable sustainability solutions to global markets.

“Our goal is to build one of the most comprehensive alternative-energy platforms in the market, combining production, power and monetization,” said XCF CEO Chris Cooper. “This transaction accelerates that vision. For airlines and corporate customers, this means greater access to scalable SAF solutions paired with high-integrity environmental attributes that support compliance, reporting and long-term decarbonization goals across diverse markets.”

DevvStream CEO Sunny Trinh added, “This transaction establishes a platform with the scale, integration and ambition to compete globally in the energy transition. We are aligning infrastructure, fuels and environmental markets into a single, scalable business model.”

Southern CEO Jay Patel said, “Southern’s ability to bring the next generation of technology and projects to help provide clean products without the need of government subsidies is a true gamer changer. Together we plan to bring energy independence and support the domestic supply chain with a diversified product portfolio. The great thing about this platform is that we will be able to compete with China and the rest of the world—too long has China been able to set the benchmark [for] products used worldwide.”

The transaction is subject to shareholder approvals, U.S. Securities and Exchange Commission registration statement effectiveness on Form S-4, stock-exchange approvals including Nasdaq listing, completion of financing, plant conversion and commercial milestones and fairness opinions.