XCF Global, Southern Energy Renewables, DevvStream agree to binding term sheet for 3-party merger

Sustainable aviation fuel (SAF) producer and project developer XCF Global Inc. and DevvStream Corp., a carbon-management and environmental-asset monetization firm, announced Jan. 26 that they have agreed to a binding term sheet to combine Southern Energy Renewables Inc. in a three-party merger.

If the parties are able to successfully negotiate a definitive agreement, the companies said they 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 hydroprocessed esters and fatty acids (HEFA), eMethanol and eMethanol-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 (SMR) nuclear power with electro SAF (eSAF), artificial-intelligence (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.

• 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.

“We are excited to formalize a proposed final structure with DevvStream and Southern on what we believe will be a very accretive and excellent opportunity,” said XCF CEO Chris Cooper. “We believe this combination has the potential to further validate the value XCF brings to the SAF industry while increasing shareholder value and providing alternative clean-fuel opportunities. If consummated, this merger has the potential to solidify our footprint in North America as the supreme SAF producer.”

Sunny Trinh, CEO of DevvStream, added, “We believe the next phase of SAF adoption will favor U.S.-based platforms that can move quickly, operate at scale and better integrate environmental attributes into the fuel value chain to support project economics and customer confidence. If progressed, this merger would bring together complementary strengths—XCF’s scale and speed to market, Southern’s biomass-feedstock focus, and DevvStream’s environmental-asset capabilities—with the shared objective of building a globally competitive low-carbon fuels platform grounded in real operating execution.”

Jay Patel, CEO of Southern Energy Renewables, said, “Southern’s approach is centered on sustainable biomass feedstocks and scalable fuel pathways, and we see meaningful potential in combining that focus with XCF’s production footprint and ability to accelerate commercialization. Subject to completing the necessary documentation and approvals, we believe this collaboration could create a U.S.-based platform that can compete globally.”