US Market News
2週前
XCF Global Advances Toward Initial Renewable Diesel Production with Planned Transition to SAF Amid Global Fuel Market VolatilityJune 24, 2026 6:30 AM
ACCESS NewswireJet fuel and diesel prices up sharply in 2026, with jet fuel ~70% higher year-over-year and U.S. diesel prices rising ~50%+, reflecting global supply disruptionsHOUSTON, TX / ACCESS Newswire / June 24, 2026 / XCF Global, Inc. ("XCF") (NASDAQ:SAFX), an emerging U.S.-based producer of renewable diesel and sustainable aviation fuel ("SAF"), today provided an update on the advancement of its New Rise Renewables Reno facility as it progresses toward initial production during a period of heightened volatility across global fuel markets.XCF expects the facility to initially produce renewable diesel during its startup and optimization phase, with the capability to transition into sustainable aviation fuel ("SAF") production as part of its planned operating configuration.Global fuel markets remain under pressure from ongoing geopolitical disruptions impacting crude oil supply and refining capacity. These dynamics have contributed to elevated pricing across both jet fuel and diesel markets, reinforcing the importance of new domestic supply. Industry data indicates jet fuel prices are significantly higher in 2026, while diesel prices have also risen sharply due to tight distillate supply and sustained demand across transportation and industrial sectors.The New Rise Renewables Reno facility is advancing through final commissioning activities, including system validation, and operational readiness steps required for initial production.With a permitted nameplate capacity of approximately 38 million gallons per year, the facility is designed to support a multi-product slate of low-carbon fuels, enabling operational flexibility to respond to market conditions and customer demand."We believe the current market environment underscores the value of bringing flexible, renewable fuel production online," said Chris Cooper, Chief Executive Officer of XCF Global. "By beginning with renewable diesel and maintaining the ability to shift into sustainable aviation fuel, we intend to generate near-term revenue while preserving the flexibility to optimize our product mix as market conditions evolve."XCF believes its phased production approach, combining near-term renewable diesel output with a defined transition to SAF, supports both immediate fuel supply needs and longer-term demand for non-fossil lower-carbon aviation fuels.The Company intends to continue evaluating opportunities to expand its production footprint and develop additional projects to support growing demand for renewable fuels.About XCF Global, Inc.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. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the production of SAF, future prices of the diesel and jet fuel prices, the prospectus of XCF's commercial operations and growth strategy, and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "designed," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Advances Toward Initial Renewable Diesel Production with Planned Transition to SAF Amid Global Fuel Market Volatility
US Market News
2週前
XCF Global Terminates Equity Purchase Agreement, Reducing Potential Dilution and Market OverhangJune 19, 2026 11:40 AM
ACCESS NewswireApproximately 55 million shares previously reserved for issuance are no longer reservedReduced related potential dilution and associated market overhangCompany retains flexibility to pursue financing alternatives as it deems appropriateReinforces disciplined capital management and shareholder-aligned financing strategy HOUSTON, TX / ACCESS Newswire / June 19, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), an emerging U.S.-based producer of renewable diesel and sustainable aviation fuel ("SAF") XCF Global, Inc. today announced it has terminated its previously disclosed equity purchase agreement, dated May 30, 2025, with Helena Global Investment Opportunities I Ltd.Upon termination of the agreement, approximately 55 million shares of common stock previously reserved for issuance to the investor thereunder are no longer reserved. This action reduces the related potential dilution and associated market overhang, including potential shorting activity by market participants.The Company believes eliminating the share reserve, meaningfully strengthens its capital structure while preserving flexibility to pursue financing alternatives as it deems appropriate."This decision reflects our continued focus on disciplined capital management and alignment with shareholder interests," said Chris Cooper, CEO of XCF Global. "By terminating the agreement, we eliminated a substantial reserved-share position, reduced potential dilution and market overhang, and enhanced our ability to evaluate financing alternatives that better support our long-term growth strategy."XCF Global retains the flexibility to evaluate and pursue alternative sources of capital, including strategic transactions and other financing arrangements, as it continues to advance its business objectives.About XCF Global, Inc.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. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the benefit of terminating the ELOC and the potential benefits describe in the press release, the belief of management regarding the alignment of such ELOC's termination with its financing alternatives, the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy, and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "designed," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Terminates Equity Purchase Agreement, Reducing Potential Dilution and Market Overhang
US Market News
3週前
XCF Global Advances New Rise Reno Production-Start Sequence with Catalyst Activation UnderwayJune 16, 2026 8:35 AM
ACCESS NewswireFinal commissioning activities progressing as facility advances toward initial renewable fuel productionHOUSTON, TX / ACCESS Newswire / June 16, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), an emerging U.S.-based producer of renewable diesel and sustainable aviation fuel ("SAF") XCF Global, Inc. today announced that its New Rise Renewables Reno facility has advanced its production-start sequence, following the previously announced successful receipt and loading of process catalyst announced earlier this month.The facility is currently progressing through reformer startup activities, which are required to begin catalyst activation. Each step is sequenced to support an expected safe start, system reliability, and orderly transition toward initial renewable fuel production. Additional startup and commissioning activities include system validation, chemical staging, and hydrotreater readiness checks as the facility advances toward an expected initial renewable fuel production.As part of standard startup and ramp-up sequencing, the facility is expected to initially produce renewable diesel as systems are brought online and optimized. New Rise Reno is designed to transition into sustainable aviation fuel (SAF) production as part of its planned operating configuration, supporting XCF's long-term strategy to expand SAF supply."Our team is making strong progress as we move through commissioning, with a focus on ensuring safety, operational readiness and setting the foundation for reliable production," said Chris Cooper, Chief Executive Officer of XCF Global.New Rise Reno is XCF's flagship production facility and has a permitted nameplate capacity of 38 million gallons per year. Progress at the facility is designed to support XCF's strategy to expand domestic low-carbon fuel production and advance sustainable aviation fuel availability in North America.About XCF Global, Inc.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. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy, and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "designed," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Advances New Rise Reno Production-Start Sequence with Catalyst Activation Underway
US Market News
4週前
XCF Global Granted Additional Period to Regain Listing Compliance by NasdaqJune 9, 2026 6:05 PM
ACCESS NewswireHOUSTON, TX / ACCESS Newswire / June 9, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), 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, today announced that the Nasdaq Listing Qualifications Staff (the "Staff") has granted the Company's request for an additional 180-day period to regain compliance with Nasdaq's minimum bid price requirement, allowing XCF to maintain its listing on The Nasdaq Stock Market.Following a review of XCF's plans to become compliant with applicable Nasdaq listing requirements, the Staff granted an extension period of up to 180 calendar days, or until December 7, 2026, for the company to achieve compliance. Nasdaq noted that their determination that XCF is eligible for this additional grace period is based on the company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement.Chris Cooper, XCF's CEO, commented that: "We're grateful for Nasdaq's consideration in granting the company an additional 180-period to meet the minimum bid price requirement. This extension affords XCF additional time to execute on our strategy to advance our alternative fuel platform, and demonstrate the operational, commercial, and financial success, which we believe will contribute to our ability to meet Nasdaq's listing requirements."About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global:
Corporate Comms
media@xcf.globalAdditional Information and Where to Find ItIn connection with the proposed transaction, among the Company, DevvStream, and Southern, the Company will prepare and file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 that will contain preliminary proxy statements of the Company and Devvstream that also constitutes a prospectus (the "Proxy Statements/Prospectus"). A proxy statement is expected to be mailed to stockholders of the Company and Devvstream as of the record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. The Company, DevvStream, and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that the Company, DevvStream, and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY OR DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY THE COMPANY WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company's investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about the Company, DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) the Company will be available free of charge under the tab "Financials" on the "Investor Relations" page of the Company's website page of the Company's website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the Company's Investor Relations Department at media@xcf.global and (ii) DevvStream will be available free of charge under the tab "Financials" on the "Investor Relations" page of DevvStream's website at www.devvstream.com/investors/or by contacting DevvStream's Investor Relations Department at ir@devvstream.com.Participants in the SolicitationThe Company, DevvStream, Southern, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the proposed transaction. Information regarding the directors and executive officers of (i) the Company is contained in the Company's Current Report on Form 8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) Devvstream is contained in DevvStream's proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.No Offer or SolicitationThis communication is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Cautionary Note Regarding Forward-Looking StatementsThis communication contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties, including statements regarding the proposed transactions contemplated by the business combination agreement, the anticipated structure, timing and conditions of the proposed transaction, the anticipated completion of the plant conversion, the achievement of specified financial and operational milestones (including annualized blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported bonds by Southern, the valuation the parties are aiming to achieve. All statements, other than statements of historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," or the negatives of these words or other similar terms or expressions that concern the Company's, DevvStream's, or Southern's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that the Company is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on the Company's business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk that the Company is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods; (6) the inability to satisfy or waive the closing conditions contemplated by the business combination agreement; (7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the business combination agreement; (8) the outcome of any legal proceedings that may be instituted against the Company, DevvStream, Southern, EEME or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (9) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party's satisfaction therewith; (10) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated by the business combination agreement, including the risk that, in the event the proposed transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved); (11) changes to the structure, timing or terms of any proposed transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance; (12) the risk that required regulatory, governmental, stock exchange or shareholder approvals are not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (13) the risk that the announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations or relationships of the Company , Devvstream or Southern; (14) the risk that anticipated benefits of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably; (15) costs, expenses and management distraction associated with the potential litigation and any contemplated transactions; (16) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the parties' businesses; and (17) other economic, business, competitive, operational or financial factors beyond management's control, including those set forth in (i) the Company's filings with the SEC, including the final proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings the Company made or will make with the SEC in the future and (ii) DevvStream's Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream's profile at www.sedarplus.ca.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this communication. Neither the Company, DevvStream, Southern or EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this communication nor the continued availability of this communication K in archive form on DevvStream's website at www.devvstream.com/investors/ or the Company's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Granted Additional Period to Regain Listing Compliance by Nasdaq
US Market News
1月前
XCF Global Announces Board Leadership Changes, Including Appointment of Chris Cooper as ChairJune 5, 2026 9:15 AM
ACCESS NewswireLeadership transition reinforces governance structure as Company advances toward next phase of operational readiness and growthChris Cooper to become Board Chair, in addition to his role as Chief Executive OfficerWray Thorn to serve as Chairperson of the Finance CommitteeSi-Yeon Kim to serve as Lead Independent Board Member in addition to her role as Chairperson of the Governance Committee HOUSTON, TX / ACCESS Newswire / June 5, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), 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, today announced that Chief Executive Officer Chris Cooper has been appointed Board Chair, effective May 28, 2026.Mr. Cooper will continue to serve as Chief Executive Officer, aligning executive leadership with Board oversight as the Company progresses toward its next phase of growth.Wray Thorn, who has served as Interim Board Chair since November 7, 2025, will continue on the Board and serve as Chair of the Finance Committee. Mr. Thorn brings extensive experience in private equity, capital formation, and growth-stage business leadership, including his role as Partner and Co-Founder at Focus Impact Partners and as Managing Director & CIO - Private Investments at Two Sigman Investments, LP.Additionally, Si-Yeon Kim will serve as Lead Independent Board Member in addition to her role as Chairperson of the Governance Committee, further strengthening the Company's independent governance framework and Board oversight. Ms. Kim brings deep expertise in M&A, corporate governance, and global markets, with prior senior leadership roles in financial services and aviation-related sectors, including American Express Global Business Travel and JPMorgan Chase & Co."On behalf of the Board, I want to thank Wray for his leadership and steady guidance as Interim Chair during an important period for XCF," said Chris Cooper, Chief Executive Officer and Chairman. "His continued contributions as Chair of the Finance Committee will play a critical role in helping guide XCF as we advance our priorities."Mr. Cooper added, "I am honored to serve as Board Chair and look forward to working closely with our Board as we continue to focus on disciplined execution and long-term value creation."XCF's Board of Directors brings together leaders with experience across energy, aviation, finance, and corporate governance, supporting the Company's strategic and operational objectives.About XCF Global, Inc.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. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospects of XCF's commercial operations and growth strategy, and the expected return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.The consummation of the proposed transaction contemplated by the Business Combination agreement remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Announces Board Leadership Changes, Including Appointment of Chris Cooper as Chair
US Market News
1月前
CORRECTING and REPLACING DevvStream Announces $6 Million Equity Investment From EEME Energy, No Additional Share Issuances Expected Prior to Merger; Gives Notice to Terminate $300 Million Equity Line of CreditJune 4, 2026 3:05 PM
Business Wire $1.5 million already funded; preferred stock structure adds no debt, has no maturity date, and carries no repayment obligation Headline of release should read: DevvStream Announces $6 Million Equity Investment From EEME Energy, No Additional Share Issuances Expected Prior to Merger; Gives Notice to Terminate $300 Million Equity Line of Credit (instead of DevvStream Announces $6 Million Equity Investment from EEME Energy; Gives Notice to Terminate $300 Million Equity Line of Credit) The updated release reads: DEVVSTREAM ANNOUNCES $6 MILLION EQUITY INVESTMENT FROM EEME ENERGY, NO ADDITIONAL SHARE ISSUANCES EXPECTED PRIOR TO MERGER; GIVES NOTICE TO TERMINATE $300 MILLION EQUITY LINE OF CREDIT $1.5 million already funded; preferred stock structure adds no debt, has no maturity date, and carries no repayment obligation DevvStream Corp. (NASDAQ: DEVS) (“DevvStream” or the “Company”) today announced that it has entered into a binding term sheet with EEME Energy SPV I, LLC (“EEME”) for a $6.0 million private placement of the Company’s Series A Non-Redeemable Convertible Preferred Stock. EEME has already funded $1.5 million of the investment. The Company also announced that it has given notice to terminate its equity line of credit purchase agreement, under which up to $300 million of common shares could have been issued and sold over time, simplifying the Company’s capital structure as it works toward completing its previously announced business combination with XCF Global, Inc. (NASDAQ: SAFX) (“XCF”) and Southern Energy Renewables, Inc. (“Southern”). A $6 Million Investment Built for the Merger The EEME investment is designed to do two specific jobs: fund capital requirements under the business combination agreement and add working capital, without adding debt. $6.0 million total investment, with $1.5 million already received and the balance to be funded at one or more subsequent closings. $5.0 million of net proceeds will fund DevvStream’s investment in Southern. $1.0 million will be used for DevvStream general working capital. Permanent equity structure: the preferred stock has no maturity date, no mandatory redemption, and no repurchase obligation. Limited anticipated conversion pressure: the Series A Preferred Stock is convertible into common stock at a conversion price based on the earlier of (a) the five-day volume-weighted average price (“VWAP”) of XCF common stock during the five trading days immediately following the closing of the business combination, or (b) the five-day VWAP of the Company’s common shares during the five trading days immediately following any termination of the business combination agreement, in each case subject to customary adjustments to be set forth in definitive documentation. Because no conversion price can be established until the applicable five-day VWAP measurement period has run, the Company anticipates limited conversion activity prior to the closing of the business combination. Dividends are non-cumulative and payable only if declared by the board, in cash or stock at the Company’s election. Because the conversion price is set by post-closing trading rather than today’s share price, EEME’s return depends on the performance of the combined company. “This investment materially strengthens our balance sheet,” said Sunny Trinh, Chief Executive Officer of DevvStream. “And because the conversion price is set by how the combined company trades after closing, EEME does well when our shareholders do well. Moving to terminate the equity line follows the same logic. We are cleaning up our capital structure ahead of the close.” Notice of Termination of the $300 Million Equity Line With the EEME investment in place and the business combination advancing, the Company determined the equity line no longer fits its financing plans. On June 3, 2026, the Company gave notice of its intention to terminate its equity line of credit purchase agreement, dated October 29, 2024, with Helena Global Investment Opportunities I Ltd., in accordance with its terms. Update on Helena Note Separately, as described in the Company’s Current Report on Form 8-K filed today, on May 28, 2026 the Company received a notice from Helena Global Investment Opportunities 1 Ltd. (“Helena”), the holder of the Company’s senior secured convertible note, asserting an event of default relating to the effectiveness deadline for a resale registration statement and claiming approximately $4.5 million. Helena has instructed the custodian of the Company’s digital asset collateral to liquidate that collateral, valued at approximately $2.8 million, which exceeds the remaining principal balance on the note as calculated by management. The Company disputes certain components of the asserted amount and is evaluating resolution alternatives, including a consensual resolution, while preserving all of its rights, remedies, and defenses. Full details on both the EEME investment and the Helena matter are available in the Company’s Current Reports on Form 8-K filed with the SEC on June 3, 2026. The EEME term sheet is binding on the parties. The closing of the remaining investment is subject to the negotiation and execution of definitive agreements and the satisfaction of customary closing conditions, and no assurance can be given that the transaction will be completed on the terms described, or at all. About DevvStream Corp. DevvStream Corp. (NASDAQ: DEVS) is a carbon management company focused on the development, investment, and sale of environmental assets, including carbon credits and renewable energy certificates. About XCF Global, Inc. XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX. About Southern Energy Renewables Inc. Southern Energy Renewables Inc. is a U.S.-based clean fuels, chemicals, technology, and products developer focused on advancing large-scale biomass-to-fuels projects, including sustainable aviation fuel and green methanol. About EEME Energy EEME Energy SPV I, LLC is a special purpose investment vehicle focused on investments in companies in the renewable fuels and energy sector. Additional Information and Where to Find It In connection with the proposed business combination transaction among XCF, DevvStream and Southern, XCF will prepare and file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that will contain preliminary proxy statements of DevvStream and XCF that also constitutes a prospectus of XCF (the “Proxy Statements/Prospectus”). A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream, XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. DevvStream’s investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab “Financials” on the “Investors” page of the XCF’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the XCF’s Investor Relations Department at safx@xcf.global and (ii) DevvStream will be available free of charge under the tab “Financials” on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/ or by contacting DevvStream’s Investor Relations Department at ir@devvstream.com. Participants in the Solicitation DevvStream, Southern, XCF, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from DevvStream’s and XCF’s stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) DevvStream is contained in DevvStream’s proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025 and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above. No Offer or Solicitation This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Series A Preferred Stock described in this press release has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Cautionary Note Regarding Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding: the proposed $6.0 million investment by EEME, including the timing and completion of subsequent closings and the negotiation and execution of definitive documentation; the intended use of proceeds, including the Company’s planned investment in Southern; the proposed business combination among DevvStream, XCF and Southern, including its timing, structure, anticipated benefits and completion; Southern’s clean fuels and green methanol platform and project pipeline; DevvStream’s development and monetization of environmental attributes; the expected termination of the equity line of credit and its effects; and the potential resolution of the matters asserted by Helena. The business combination agreement is binding on the parties but does not obligate the parties to consummate the business combination, which remains subject to conditions described in that agreement and in the parties’ filings with the SEC. Forward-looking statements are based on management’s current expectations and assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, among others: the risk that definitive documentation for the EEME investment is not executed, or that subsequent closings of the investment are not completed, on the terms described or at all; the risk that the proposed business combination is not completed in a timely manner or at all; the failure to obtain required shareholder, regulatory, court and stock exchange approvals, including the effectiveness of the Form S-4 registration statement and Nasdaq listing approvals; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the effect of the announcement or pendency of the proposed transaction on the parties’ business relationships, operating results and business generally; risks that the proposed transaction disrupts current plans and operations or diverts management’s attention from ongoing business operations; the outcome of any legal proceedings, disputes or asserted claims, including the matters asserted by Helena, the liquidation of digital asset collateral and the Company’s evaluation of resolution alternatives; volatility in the trading price of the Company’s common shares and in the value of digital assets; the Company’s need for, and ability to obtain, additional financing on acceptable terms or at all, and its ability to continue as a going concern; the parties’ ability to satisfy capital and other financing requirements under the business combination agreement; Southern’s ability to develop, finance and construct its projects and achieve commercial operations; XCF’s ability to achieve its operational milestones, including with respect to its production facilities; changes in applicable laws, regulations, policies and government incentives affecting carbon markets, clean fuels, energy and environmental attributes; competition in the markets in which the parties operate and commodity and energy price volatility; the ability to retain key personnel and to maintain compliance with Nasdaq continued listing requirements; risks relating to DevvStream’s planned domestication and other cross-border legal and regulatory matters; and other risks and uncertainties described in DevvStream’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, in XCF’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in subsequent filings with the SEC and with Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca. All forward-looking statements speak only as of the date of this press release. DevvStream cautions readers not to place undue reliance on forward-looking statements. DevvStream undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Forward-looking statements archived on the Company’s website or contained in prior communications are not reaffirmed by this press release and should not be relied upon as current as of any later date. View source version on businesswire.com: https://www.businesswire.com/news/home/20260604979531/en/ Investor Relations Contacts
DevvStream Corp. – ir@devvstream.com
XCF Global, Inc. – media@xcf.global
Southern Energy Renewables Inc. – info@southernenergyrenew.com Original: CORRECTING and REPLACING DevvStream Announces $6 Million Equity Investment From EEME Energy, No Additional Share Issuances Expected Prior to Merger; Gives Notice to Terminate $300 Million Equity Line of Credit
US Market News
1月前
XCF Global Announces Completion of Key Upgrades and Receipt of Process Catalyst at New Rise Reno Ahead of Expected Commercial ProductionJune 1, 2026 6:30 AM
ACCESS NewswireKey refinery upgrades completed and process catalyst successfully delivered to New Rise Reno, marking a pivotal operational milestoneCatalyst loading initiates the final sequencing phase as the facility advances from commissioning toward expected commercial production operationsXCF remains on schedule for an expected early June 2026 production start, bringing the facility one step closer to fuel production and becoming a revenue-generating asset HOUSTON, TX / ACCESS Newswire / June 1, 2026 / XCF Global Inc. ("XCF") (NASDAQ:SAFX), an emerging U.S.-based producer of renewable diesel and sustainable aviation fuel ("SAF"), today announced the successful delivery and receipt of the process catalyst at its New Rise Renewables Reno ("New Rise Reno") refinery, marking a pivotal operational milestone in the refinery's modernization program. The arrival of the catalyst and the initiation of catalyst loading move the facility into the final sequencing phase prior to the commencement of commercial production operations. XCF continues to expect production to begin in early June 2026, subject to final commissioning activities and standard start-up procedures. The completed upgrade work includes the key plant modifications previously identified as part of the conversion plan, including catalyst replacement, targeted equipment enhancements, and heat exchange improvements designed to support operational stability, plant performance, and fuel quality objectives. With the process catalyst now delivered to the site, catalyst loading represents the last major material requirement before the facility is expected to transition from commissioning to an operational, revenue-generating asset.Catalyst loading initiates the final sequencing phase prior to the expected commencement of commercial production operations, which includes final commissioning, start-up sequencing, and customary operational readiness steps. XCF believes that it remains on schedule with its previously communicated production timeline and expects to provide further operational updates as the sequencing phase progresses."The successful delivery and receipt of our process catalyst at New Rise Reno marks a pivotal operational milestone in the refinery's modernization program," said Chris Cooper, Chief Executive Officer of XCF Global. "With catalyst loading now underway, we have entered the final sequencing phase ahead of expected commercial production operations and remain on schedule with our previously communicated timeline."New Rise Renewables Reno is XCF's flagship production facility and has a permitted nameplate production capacity of 38 million gallons per year. XCF believes the progress at the facility supports its broader strategy to expand domestic low-carbon fuel production and advance the availability of SAF in North America.About XCF Global, Inc.
XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit XCF.GlobalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis Press Release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding XCF Global's expectations with respect to future performance and anticipated financial impacts of the recently completed business combination with Focus Impact BH3 Acquisition Company (the "Business Combination"), estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Announces Completion of Key Upgrades and Receipt of Process Catalyst at New Rise Reno Ahead of Expected Commercial Production
US Market News
1月前
DevvStream, XCF Global, and Southern Energy Renewables Confirm Three-Party Business Combination Remains on TrackMay 29, 2026 9:15 AM
Business Wire Parties Clarify That the Business Combination Agreement Remains in Full Force and Effect; Form S-4 Registration Statement Expected to Be Filed in the Coming Weeks DevvStream Corp. (NASDAQ: DEVS) ("DevvStream" or the "Company"), XCF Global, Inc. (NASDAQ: SAFX) ("XCF"), and Southern Energy Renewables Inc. ("Southern") (together, the "Parties") wish to clarify recent media coverage that mischaracterized a current report on Form 8-K filed by DevvStream with the U.S. Securities and Exchange Commission (the "SEC") on May 18, 2026 (the "8-K"). The 8-K reported, among other things, that DevvStream had received fairness opinions in connection with the proposed three-party business combination and that the original Agreement and Plan of Merger between DevvStream and Southern, dated December 3, 2025 (the "Prior Merger Agreement"), had automatically terminated. As disclosed in the 8-K, the Prior Merger Agreement survived the execution of the Business Combination Agreement (the "BCA"), entered into on April 13, 2026 by and among DevvStream, XCF, and Southern. However, the BCA expressly provided that, upon expiration of the Fairness Opinion Termination Rights set forth in the BCA -- which occurred upon receipt of the required fairness opinions by DevvStream and XCF-- the Prior Merger Agreement would automatically terminate without any liability or ongoing obligation to any party. The Parties have confirmed that this automatic termination has occurred in accordance with the terms of the BCA. The termination of the Prior Merger Agreement was a mechanical contractual step required under the BCA framework, not a decision by any party to withdraw from the proposed combination. The BCA among DevvStream, XCF, and Southern remains in full force and effect. The Parties continue to work diligently toward completing the proposed combination and expect to file a registration statement on Form S-4 with the SEC in the coming weeks. The Form S-4 filing is a key step toward obtaining SEC effectiveness and the required shareholder approvals necessary to close the proposed combination. ABOUT DEVVSTREAM CORP. DevvStream Corp. (NASDAQ: DEVS) is a carbon management company focused on the development, investment, and sale of environmental assets, including carbon credits and renewable energy certificates. ABOUT XCF GLOBAL, INC. XCF Global, Inc. (NASDAQ: SAFX) 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. XCF’s flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX. ABOUT SOUTHERN ENERGY RENEWABLES INC. Southern Energy Renewables Inc. is a U.S.-based clean fuels, chemicals, technology, and products developer focused on advancing large-scale biomass-to-fuels projects, including sustainable aviation fuel and green methanol. ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed business combination transaction among XCF, DevvStream and Southern, XCF will prepare and file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 that will contain preliminary proxy statements of DevvStream and XCF that also constitute a prospectus of XCF (the "Proxy Statements/Prospectus"). A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream, XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. DevvStream's investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab "Financials" on the "Investors" page of XCF's website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting XCF's Investor Relations Department at safx@xcf.global and (ii) DevvStream will be available free of charge under the tab "Financials" on the "Investor Relations" page of DevvStream's website at www.devvstream.com/investors/ or by contacting DevvStream's Investor Relations Department at ir@devvstream.com. PARTICIPANTS IN THE SOLICITATION DevvStream, Southern, XCF, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from DevvStream's and XCF's stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) DevvStream is contained in DevvStream's proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025 and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above. NO OFFER OR SOLICITATION This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties, including statements regarding the proposed transactions contemplated by the BCA, the anticipated structure, timing and conditions of the proposed transaction, the anticipated filing of the Form S-4 registration statement, and the expected completion of the proposed combination. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," or the negatives of these words or other similar terms or expressions that concern the Company's, XCF's, or Southern's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that XCF is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on XCF's business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk that XCF is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods; (6) the inability to satisfy or waive the closing conditions contemplated by the business combination agreement; (7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the binding provisions of the business combination agreement; (8) the outcome of any legal proceedings that may be instituted against the Company, XCF, Southern, EEME or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (9) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party's satisfaction therewith; (10) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated by the business combination agreement, including the risk that, in the event the Proposed Transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved); (11) changes to the structure, timing or terms of any Proposed Transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance; (12) the risk that required regulatory, governmental, stock exchange or stockholder approvals are not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (13) the risk that the announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations or relationships of the Company, XCF or Southern; (14) the risk that anticipated benefits of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably; (15) costs, expenses and management distraction associated with the business combination agreement, negotiations, potential litigation and any contemplated transactions; (16) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the parties' businesses; and (17) other economic, business, competitive, operational or financial factors beyond management's control, including those described under "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Company's filings with the SEC, including the Company's Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with the SEC and Canadian securities regulatory authorities available on the Company's website at www.devvstream.com/investors/ and the Company's profile at www.sedarplus.ca. Although the BCA is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes. Any forward-looking statements speak only as of the date of this press release. Neither DevvStream, XCF, Southern nor EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on DevvStream's website at www.devvstream.com/investors/ or XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date. View source version on businesswire.com: https://www.businesswire.com/news/home/20260529686989/en/ INVESTOR RELATIONS
DevvStream Corp.
ir@devvstream.com XCF Global, Inc.
media@xcf.global Southern Energy Renewables Inc.
info@southernenergyrenew.com Original: DevvStream, XCF Global, and Southern Energy Renewables Confirm Three-Party Business Combination Remains on Track
US Market News
2月前
XCF Global CEO Chris Cooper to Spotlight Revitalizing Louisiana and U.S. Forestry Infrastructure and Advancing Next -Generation Fuels Including Bio-Methanol at the Louisiana Energy ConferenceMay 19, 2026 6:30 AM
ACCESS NewswireCooper will discuss how renewable and next generation fuels can support domestic energy security, and opportunities to repurpose underutilized industrial infrastructureHOUSTON, TX / ACCESS Newswire / May 19, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), 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, today announced that Chief Executive Officer Chris Cooper will participate as a panelist at an upcoming Louisiana Energy Conference ("LEC") industry event.Mr. Cooper is scheduled to speak on Thursday, May 28, during LEC's Future Energy programming, where he will join industry leaders to discuss developments shaping the future of energy and economic development in Louisiana. He will share insights into the growing role of renewable fuels and its role in strengthening domestic energy supply and advancing next generation fuel solutions such as bio-methanol derived from timber wasteThe discussion will include the opportunity to revitalize legacy forestry and industrial infrastructure across the Gulf Coast, including bringing underutilized sawmill capacity back online to support the production of low-carbon fuels derived from forestry residues and other sustainable feedstocks."The energy transition presents a clear opportunity to align economic development with long-term demand for lower-carbon fuels" said Chris Cooper, Chief Executive Officer of XCF Global. "Events like this bring together important perspectives from across the industry, and we look forward to sharing our approach as we prepare for the next phase of growth."The Louisiana Energy Conference brings together executives, investors, policymakers, and other industry participants for presentations, panel discussions, and one-on-one meetings focused on domestic and international oil, natural gas, renewable, and clean energy developments.XCF Global is advancing its renewable fuels platform through its New Rise Renewables facility in Reno, Nevada, which is expected to resume production in June 2026 following ongoing upgrades.About XCF Global, Inc.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. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Commsmedia@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy, and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global CEO Chris Cooper to Spotlight Revitalizing Louisiana and U.S. Forestry Infrastructure and Advancing Next -Generation Fuels Including Bio-Methanol at the Louisiana Energy Conference
US Market News
2月前
XCF Global Highlights Long-Term Growth Drivers for Renewable Fuels as U.S. Biofuel Policy Evolves and SAF Demand Continues to BuildMay 18, 2026 6:30 AM
ACCESS NewswirePolicy momentum and rising demand continue to reinforce long-term growth in renewable fuels, while underscoring the importance of domestic fuel supply and energy securityHOUSTON, TX / ACCESS Newswire / May 18, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), 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, today highlighted its positioning within the current U.S. biofuel policy environment following the EPA's final Renewable Fuel Standard ("RFS") rule establishing renewable fuel volume requirements. XCF believes the updated framework supports long-term demand for renewable fuels, including SAF, and underscores the importance of domestic production capacity, fuel supply diversification, and supply-chain resilience."We are focused on advancing XCF's renewable fuels platform to align with long-term market demand, decarbonization goals, and the need for a more resilient domestic fuel supply," said Chris Cooper, Chief Executive Officer of XCF Global. "We believe the current policy framework supports continued investment in domestic renewable fuel capacity and reinforces the role renewable diesel and SAF can play in lowering emissions and strengthening U.S. energy security over time."As the industry responds to the updated RFS requirements, market participants have highlighted the need for additional production capacity, feedstock sourcing strategies, and infrastructure development to meet compliance obligations over time. XCF's New Rise Renewables Reno facility is currently undergoing a planned upgrade, and the Company continues to advance operational readiness initiatives in preparation for a return to production following completion of the upgrade in early June. XCF believes its strategic focus on renewable fuel production aligns with broader industry trends, including increasing demand for low-carbon fuels and continued policy support for the sector.About XCF Global, Inc.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. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Commsmedia@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy, and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Highlights Long-Term Growth Drivers for Renewable Fuels as U.S. Biofuel Policy Evolves and SAF Demand Continues to Build
US Market News
2月前
XCF Showcases Plant-Level Innovation Supporting Emissions-Reduction Efforts and Operational ReadinessMay 15, 2026 6:30 AM
ACCESS NewswireUp to 500 kW of power recovered from excess steam to help reduce purchased electricity and support more efficient plant operationsApproximately 35 gallons per minute of water recovered-more than 50,000 gallons per day, an important conservation measure in an arid operating environmentIntegrated resource recovery initiatives help lower operating costs while supporting XCF's broader efforts to reduce emissions and improve carbon intensity over time HOUSTON, TX / ACCESS Newswire / May 15, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), an emerging renewable fuels company focused on sustainable aviation fuel ("SAF"), today highlighted several existing plant-level initiatives at its facility that reflect the Company's continued commitment to reducing emissions, conserving resources and improving operational efficiency. These initiatives complement XCF's broader mission to help decarbonize the transportation sector through the production of renewable fuels such as renewable diesel and sustainable aviation fuel while also advancing practical measures within its own operations. At the plant, XCF has integrated systems and process design features intended to recover energy, conserve water and improve resource utilization. Among these measures, excess steam from the facility's steam methane reformer is routed to a steam turbine generator capable of producing up to 500 kW of power, helping offset facility electricity consumption. In addition, the plant can recover approximately 35 gallons per minute of water, more than 50,000 gallons per day, that would otherwise be lost to evaporation."Our commitment to reducing emissions extends beyond the fuels we produce for the transportation sector, including renewable diesel and sustainable aviation fuel," said Chris Cooper, Chief Executive Officer of XCF. "We are also focused on practical measures within our plant operations that recover energy, conserve water and improve efficiency. These efforts reflect our continued commitment to disciplined execution and to reducing the environmental impact of our operations over time."XCF believes plant-level efficiency measures such as power recovery, water conservation and feedstock integration can play an important supporting role as the Company advances its renewable fuels platform. While these initiatives represent one component of the Company's broader operating strategy, they underscore XCF's emphasis on continuous improvement and operational discipline as it scales production capabilities and supports lower-emission fuel solutions.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global:
Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Showcases Plant-Level Innovation Supporting Emissions-Reduction Efforts and Operational Readiness
US Market News
2月前
XCF Global Highlights Operational Readiness at New Rise Renewables Reno and Confirms Catalyst Delivery Remains on TrackMay 14, 2026 9:10 AM
ACCESS NewswireUpgrade work at the refinery continues to move forward in support of restart planning and operational readinessCatalyst manufacturing is complete and delivery remains on track, subject to customary international shipping and customs processesXCF continues to target a June 2026 restart HOUSTON, TX / ACCESS Newswire / May 14, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), an emerging U.S.-based producer of renewable diesel and sustainable aviation fuel ("SAF"), today provided an operational update on the planned restart of its New Rise Renewables Reno ("New Rise Reno") facility, where work continues in support of the Company's previously disclosed target to restart production in June 2026. The catalyst used for isomerization is scheduled to be delivered to New Rise Reno slightly ahead of schedule, subject to customary international shipping and customs processes.XCF continues to target a June 2026 restart for New Rise Reno, subject to completion of remaining conversion activities, commissioning, and standard start-up procedures. The facility has a permitted nameplate production capacity of 38 million gallons per year.The planned restart of New Rise Reno aligns with XCF's broader objective of expanding domestic low-carbon fuel production, strengthening energy security, and advancing decarbonization in aviation and heavy transport."Work at New Rise Reno continues as planned, and catalyst delivery is underway," said Chris Cooper, Chief Executive Officer of XCF Global. "We remain focused on completing the remaining activities needed to support our previously stated June restart target."Shipment, installation, and commissioning of the catalyst remain part of the normal sequence of activities ahead of the planned restart.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy, and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Highlights Operational Readiness at New Rise Renewables Reno and Confirms Catalyst Delivery Remains on Track
US Market News
2月前
XCF Global Backs Southern Energy Renewables' LOI With Hapag-Lloyd for Green Methanol Project Development and Long-Term Offtake as Strategic Fit for Pending Business Combination with Southern Energy Renewables and DevvStream CorpMay 13, 2026 6:30 AM
ACCESS NewswireHOUSTON, TX / ACCESS Newswire / May 13, 2026 / XCF Global Inc. (Nasdaq:SAFX), an emerging renewable fuels company focused on sustainable aviation fuel ("SAF"), today announced its support for Southern Energy Renewables Inc.'s recently announced letter of intent with Hapag-Lloyd AG as further validation of the strategic rationale for XCF's pending business combination with Southern Energy Renewables and DevvStream Corp.As previously disclosed, XCF, Southern Energy Renewables and DevvStream have entered into a definitive business combination agreement to create an integrated energy transition platform spanning sustainable aviation fuel, green methanol and environmental attribute monetization, subject to customary closing conditions.XCF believes Southern's LOI with Hapag-Lloyd points to rising demand from global shipping and logistics customers for lower-carbon fuel options backed by long-term supply planning and infrastructure development. While the LOI is nonbinding and remains subject to further negotiations and conditions, the announcement reflects the type of commercial opportunity the combined company would seek to pursue if the transaction is completed."The Southern-Hapag-Lloyd LOI reflects the kind of customer demand and long-range decarbonization planning that helped shape our decision to pursue this transaction," said Chris Cooper, CEO of XCF Global. "If completed, the combination would bring together capabilities across fuels, infrastructure and environmental markets, giving customers a more practical way to access lower-carbon solutions at scale."Under the proposed transaction, the combined company would connect low-carbon fuel production, including SAF and green methanol, with environmental attribute monetization, commercial offtake development and infrastructure investment. XCF said that approach could give airlines, shipping companies and other corporate customers more flexibility as they respond to regulatory requirements, energy security needs and sustainability goals.The proposed business combination remains subject to shareholder approvals, regulatory clearances and other customary closing conditions, and there can be no assurance it will be completed on the terms currently contemplated, or at all.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Commsmedia@xcf.globalAdditional Information and Where to Find ItIn connection with the proposed business combination transaction among XCF, DevvStream and Southern, XCF will prepare and file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 that will contain preliminary proxy statements of DevvStream and XCF that also constitutes a prospectus of XCF (the "Proxy Statements/Prospectus"). A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream, XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. DevvStream's investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab "Financials" on the "Investors" page of the XCF's website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the XCF's Investor Relations Department at media@xcf.global and (ii) DevvStream will be available free of charge under the tab "Financials" on the "Investor Relations" page of DevvStream's website at www.devvstream.com/investors/ or by contacting DevvStream's Investor Relations Department at ir@devvstream.com.Cautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Backs Southern Energy Renewables' LOI With Hapag-Lloyd for Green Methanol Project Development and Long-Term Offtake as Strategic Fit for Pending Business Combination with Southern Energy Renewables and DevvStream Corp
US Market News
2月前
XCF Global Announces Agreement to Reduce Debt and Increase Equity Capitalization with New Rise Founder and Key StakeholderMay 12, 2026 6:30 AM
ACCESS NewswireThe Transaction is expected to strengthen XCF's balance sheet, supports its financial flexibility and demonstrates key stakeholder's confidence in XCF's long-term strategy.HOUSTON, TX / ACCESS Newswire / May 12, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), an emerging renewable fuels company focused on sustainable aviation fuel ("SAF"), today announced that XCF, its subsidiary New Rise Renewables Reno LLC and Encore DEC, LLC ("Encore DEC") entered into a definitive agreement pursuant to which approximately $16.7 million of outstanding debt and property liens due to Encore DEC and Encore DEC construction related creditors will be satisfied through the issuance of 37.03 million shares of XCF Class A common stock, increasing the company's equity capitalization. XCF believes the agreement represents an additional step toward improving its balance sheet and increasing its financial flexibility.The transaction is intended to reduce indebtedness and eliminate property liens XCF's incurred in connection with previous engineering and construction activity associated with the design, development and construction of the New Rise Renewables Reno Facility and support XCF's broader capital structure objectives as it continues to focus on operational execution and disciplined long-term growth. The agreement follows other recent steps to improve XCF's financial flexibility, including a forbearance arrangement with the landowner that provides additional time to advance broader capital structure and operational priorities.Under the agreement, the outstanding payable balance is to be satisfied in full on the issuance of the shares of XCF Class A common stock to Encore based on conversion price based of $0.451 per share, which is the lower of the average closing price of XCF's Class A common stock for the five trading days immediately preceding the effective date and the closing price the day before the effective date, as set forth in the agreement. With the issuance of the shares, the payable balance and property liens would be deemed paid, satisfied and discharged in full, and neither XCF nor New Rise Renewables Reno would owe any further amount with respect to that payable balance."This additional debt reduction and equity capital increase reflects continued progress towards our broader financial and operational priorities," said Chris Cooper, Chief Executive Officer of XCF Global. "We believe this step enhances our ability to stay focused on execution and demonstrates the confidence of one of our key stakeholders, Randy Soule, New Rise's founder, in our disciplined approach to continue building the XCF platform to help advance domestic energy resilience and transportation industry emissions reduction."The announcement comes as XCF continues to position itself as an emerging renewables company focused on scaling production of renewable diesel and sustainable aviation fuel to support transportation decarbonization. XCF's flagship New Rise Renewables Reno facility has a permitted nameplate production capacity of 38 million gallons per year of renewable fuels, and the company has described its strategy as combining operational execution with a modular, repeatable platform for future growth.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global:
Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Announces Agreement to Reduce Debt and Increase Equity Capitalization with New Rise Founder and Key Stakeholder
US Market News
2月前
XCF Global Highlights Strategic Role of Renewable Fuels in Strengthening U.S. Energy SecurityMay 8, 2026 6:30 AM
ACCESS NewswireAs global fuel markets tighten, XCF points to renewable fuels' expanding role in domestic supply resilienceHOUSTON, TX / ACCESS Newswire / May 8, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), an emerging renewable fuels company focused on sustainable aviation fuel ("SAF"), today highlighted the strategic importance of domestically produced renewable fuels as global energy markets face heightened disruption following the ongoing Middle East crisis.According to the International Energy Agency, the conflict has triggered the largest supply disruption in global oil markets on record, tightening refined fuel availability and prompting emergency responses by governments seeking to protect energy security and economic stability. Refined products such as jet fuel have experienced outsized price and supply pressures compared to crude oil, amplifying cost and availability challenges for the aviation sector.In this environment, XCF believes renewable fuels are increasingly viewed not only as lower-emissions alternatives, but also as strategically important components of domestic energy infrastructure. In a market shaped by globally exposed petroleum supply chains, the Company believes domestically produced renewable fuels can help diversify supply, improve resilience, lower emissions, and strengthen U.S. energy security."Renewable fuels are increasingly being recognized not only for their emissions-reduction benefits, but also for their strategic importance in supporting fuel security and supply resilience," said Chris Cooper, Chief Executive Officer of XCF Global. "We believe domestically produced renewable fuels can play an important role in strengthening U.S. energy security while supporting the aviation industry's longer-term transition."XCF believes its expected June start of renewable fuel production may become increasingly relevant as airlines, fuel purchasers, and policymakers place greater emphasis on diversified domestic supply, sourcing visibility, and resilience. The Company plans to use domestic feedstocks that are not directly linked to international crude oil extraction or long-haul shipping routes.Industry reporting indicates that biofuel producers globally are increasing output in response to tightening fuel markets, underscoring growing recognition of biofuels' role in supporting energy security during periods of volatility.XCF emphasizes that its focus remains on disciplined execution, regulatory compliance, and operational readiness as it advances production capacity over time.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global:
Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF's commercial operations and growth strategy and the expected to return to operations of XCF's New Rise Renewables Reno facility in June 2026. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combingation") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Highlights Strategic Role of Renewable Fuels in Strengthening U.S. Energy Security
US Market News
2月前
Jet Fuel Remains Elevated at ~$4.18/Gallon, Highlights Cost Pressure Across Commercial AviationMay 7, 2026 6:30 AM
ACCESS NewswireXCF Global's New Rise Reno Facility Is Designed for 38M Gallons of Annual Nameplate SAF CapacityHOUSTON, TX / ACCESS Newswire / May 7, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), an emerging renewable fuels player focused on lowering emissions and strengthening the resilience of the aviation fuel supply chain through sustainable aviation fuel ("SAF"), today highlighted how elevated jet fuel prices continue to pressure the commercial aviation sector and reinforce the strategic importance of expanding domestic aviation fuel alternatives.The Argus US Jet Fuel Index, published by Airlines for America, was $4.18 per gallon on May 5, 2026. Argus has also reported that the index averaged approximately $2.97 per gallon year to date through early April, up about 33% from the same period last year. Fuel remains one of the airline industry's largest and most volatile operating inputs, and sustained increases in conventional jet fuel can affect pricing, route economics, network planning, and margins across the sector.As airlines and fuel purchasers navigate a market shaped by elevated fuel costs and supply uncertainty, XCF believes the current environment reinforces the value of building domestic, waste-based SAF production capacity. Over time, a broader aviation fuel supply base may help support greater resilience, supply visibility, and diversification for the sector.For XCF, the opportunity is not only about fuel cost, but also about fuel resilience. The company believes domestic SAF capacity can become increasingly relevant as airlines and other market participants seek lower-emission fuel options supported by U.S. production, domestic feedstock sourcing, and stronger supply-chain visibility."For airlines, fuel remains one of the largest variable costs," said Chris Cooper, Chief Executive Officer of XCF Global. "When conventional jet fuel prices remain elevated, the effects can move quickly through airline planning, economics, and procurement. We believe domestic SAF capacity can become increasingly important as the industry looks to broaden its fuel supply base while advancing lower-emission alternatives."XCF's New Rise Renewables Reno facility is currently completing planned upgrades and is expected to return to operations in June 2026. XCF believes restoring domestic SAF production capacity into this market environment is strategically important as the aviation industry continues to evaluate long-term fuel supply diversification.As commercial airlines continue to evaluate pathways for incorporating SAF into their fuel strategies, documentation and traceability remain important operational considerations. XCF's sustainability certification and chain-of-custody systems are designed to support customer reporting requirements, including documentation associated with CORSIA-eligible SAF where applicable, which the company believes can enhance commercial readiness as production resumes.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global:
Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions and the prospectus of XCF's commercial operations and growth strategy. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: Jet Fuel Remains Elevated at ~$4.18/Gallon, Highlights Cost Pressure Across Commercial Aviation
US Market News
2月前
WTI Jumps >3% to ~$105.46 as Strait of Hormuz Reports Signal Near Standstill in Corridor That Typically Moves ~20MM Barrels/DayMay 5, 2026 6:30 AM
ACCESS NewswireWTI moved >3% to ~$105.46 (as of 05/04/26)Recent public reports citing vessel-tracking data indicate Hormuz traffic is near a standstillEIA analysis indicates ~20MM bpd typically transits Hormuz in recent years HOUSTON, TX / ACCESS Newswire / May 5, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), an emerging player focused on lowering emissions and strengthening the resilience of the aviation fuel supply chain through sustainable aviation fuel ("SAF"), today highlighted how intensified geopolitical risk in the Persian Gulf may contribute to volatility across global energy markets. Recent public reports citing vessel-tracking data have indicated that traffic through the Strait of Hormuz is near a standstill, and industry groups have reportedly cautioned that secure passage procedures remain unclear, and the maritime threat level remains elevated. In normal conditions, the Strait of Hormuz is one of the world's most important energy transit chokepoints; the U.S. Energy Information Administration's tanker-tracking-based analysis indicates that roughly 20 million barrels per day of crude oil and petroleum liquids have transited the strait in recent years.With shipping and security conditions in focus, crude and refined product markets have moved sharply in recent sessions. U.S. West Texas Intermediate (WTI) futures advanced more than 3% to about $105.46 per barrel by 1:08 p.m. ET on May 4, underscoring how quickly perceived risk to critical corridors can translate into fuel-market volatility. In this environment, XCF believes that expanding U.S. production of SAF and renewable fuels from domestic feedstocks can help reduce exposure to international chokepoints and may help mitigate the risk of sudden supply disruptions.Unlike petroleum benchmarks that can reprice on geopolitical headlines and freight constraints, domestically sourced renewable feedstocks are generally influenced by U.S. supply-and-demand fundamentals and logistics. XCF does not use crude oil as an input to its current SAF pathway; the Company's strategy is to source feedstocks domestically and produce fuels in the United States.XCF's New Rise Reno plant is in the final stages of its planned upgrade phase and expects to be producing renewable fuels by early June."Events in the Middle East are a reminder that energy security and supply security are inseparable," said Chris Cooper. "Our focus is to deliver dependable volumes of U.S.-made SAF and renewable fuels using domestic feedstocks, while maintaining the highest standards for safety and environmental performance. We believe American production capacity will play an increasingly important role as the aviation sector continues to decarbonize."About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global:
Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding XCF's expectations, beliefs and strategy concerning the role of sustainable aviation fuel and domestically produced renewable fuels in enhancing energy security, reducing exposure to international supply chokepoints and supporting the decarbonization of the aviation sector; XCF's plans to source feedstocks domestically and produce fuels in the United States; the expected timing of renewable fuel production at XCF's New Rise Reno plant; and the prospects for XCF's commercial operations and growth strategy.. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: WTI Jumps >3% to ~$105.46 as Strait of Hormuz Reports Signal Near Standstill in Corridor That Typically Moves ~20MM Barrels/Day
US Market News
2月前
XCF Global Provides First Quarter 2026 Corporate and Operational Update Establishes 2027 Targets of $110-$120M Net Revenue and 40-43M Gallons of Renewable Fuel Production at New Rise RenoMay 4, 2026 6:30 AM
ACCESS NewswireOperational and corporate updates highlight leadership actions, a signed definitive business combination agreement (subject to closing conditions), and continued progress toward sustained SAF production. XCF also emphasizes the role of domestic jet fuel alternatives in supporting energy resilience and national security, and its modular, repeatable build-out and licensing model designed to deploy SAF production facilities globally.Key Developments This PeriodStrengthened leadership with renewable fuels executive Chris Cooper, former President of one of the world's largest producers of renewable fuels, where he led the launch of its SAF commercial efforts in the Americas; appointed Harvey Schnitzer as Interim Chief Financial Officer, a CPA and veteran Chief Financial Officer/Chief Operational Officer with more than three decades of experience leading growth, integrations, and turnarounds.Initiated the planned upgrade program to support efficient, repeatable, sustained operations at New Rise Reno, leveraging technical input from Axens and on-site engineering oversight team from an experienced third -party consulting firm to strengthen operational readiness, procedures, and start-up execution, targeting June 2026 for operational restart at New Rise Reno.Signed a binding offtake agreement with BGN INTL for SAF production, leveraging XCF's production platform and BGN's global distribution network.Advanced strategic initiatives, including licensing arrangements and strategic partnership agreements to support international expansion in Australia and New Zealand, with partners including Continual Renewables Ventures and Axens for production technology.Signed business combination agreement with Southern Energy Renewable and Devvstream creating a diversified commercial platform spanning current and next generation technologies for renewable fuel production as well as environmental asset monetization across aviation, petrochemical, marine and other sectors.Filed XCF's first Annual Report on Form 10-K, providing comprehensive annual disclosures and marking an important milestone in XCF's public-company reporting, targeting filing 1Q26 10Q by mid-May 2026.XCF is targeting the following financial and operational results for the full year ending December 31, 2027: gross product sales[1] of $775 - 825 million, net revenue of $110 -120 million, EBITDA1 of $65 - 70 million, and renewable fuel production of approximately 40 - 43 million gallons.[2] HOUSTON, TX / ACCESS Newswire / May 4, 2026 / XCF Global, Inc. ("XCF" or the "Company") (Nasdaq:SAFX), an emerging player in the decarbonizing of the aviation industry through Sustainable Aviation Fuel ("SAF"), today provided the following corporate and operational update, including progress toward sustained operations at its flagship facility, New Rise Renewables Reno ("New Rise Reno"), and developments across leadership, strategic initiatives, and public-company reporting. XCF believes its U.S.-based production strategy supports aviation decarbonization while also advancing domestic fuel supply resilience.Leadership UpdateXCF strengthened the Company's leadership under renewable fuels executive Chris Cooper, former President of Neste who previously led Neste (North America), one of the world's largest producers of renewable fuels. In that role, he launched and scaled SAF commercialization efforts in the Americas. Mr. Cooper also served as Head of Renewables Trading at BGN. Earlier in his career, he held senior leadership roles at Phillips 66 and Chevron. In April 2026, XCF appointed Harvey Schnitzer as Interim Chief Financial Officer. Mr. Schnitzer is a seasoned financial and operational executive with more than three decades of experience as a Chief Financial Officer, Chief Operational Officer, and board member, including leading companies through growth, integration, restructuring, and strategic transformation. He is a Certified Public Accountant.Strategic Initiatives and TransactionsBGN Agreement - XCF Global has entered a binding term sheet with BGN INT US LLC to pursue a renewable fuel tolling framework initially expected to apply to XCF's New Rise Renewables Reno facility, with potential expansion to future facilities. The parties intend to evaluate collaboration on production, marketing, logistics, and offtake of sustainable aviation fuel (SAF), renewable diesel, and renewable naphtha, leveraging XCF's production platform and BGN's global trading and distribution network. The proposed framework also contemplates broader regional expansion, including Europe and the Middle East, subject to customary due diligence and definitive agreements.Australia Licensing - XCF continues to progress work to develop New Rise Australia with Continual Renewables Ventures under the modular SAF licensing framework, including completing initial front-end engineering scoping, confirming a reference plant design based on the New Rise Reno facility, and advancing early planning for a proposed first project in Perth. The parties are progressing development pathways for additional facilities to support a broader national rollout of SAF and renewable fuels capacity in Australia.Axens - Separately, XCF executed a commercial collaboration agreement with Axens North America for Vegan® technology under a licensing-oriented framework and a term sheet with BGN for renewable fuel tolling at New Rise Reno and future facilities.Business Combination Agreement with Southern Energy Renewables & DevvStream - In April 2026, XCF, Southern Energy Renewables, and DevvStream signed a definitive business combination agreement (subject to customary closing conditions). The combination of the three companies is expected to create a diversified commercial platform spanning current and next generation technologies for renewable fuel production as well as environmental asset monetization across aviation, petrochemical, marine and other sectors. XCF and DevvStream also highlighted an approach to bring transferable 45Z Clean Fuel Production Credits to market (subject to qualification, verification, and regulatory finalization), and XCF announced receipt of $10 million in plant conversion funding in support of the pending business combination.Progress Toward Full Operations at New Rise RenoNew Rise Reno was commissioned in February 2025 and has produced SAF, renewable diesel, and renewable naphtha. Since the start of commercial operations, the facility has produced more than 2.5 million gallons of renewable fuels, and deliveries began in March 2025. New Rise Reno is in the final stages of its planned upgrade, intended to strengthen long-term operability and repeatability. Current workstreams are focused on improving operating stability and equipment readiness, reinforcing quality systems required for certified fuel, and strengthening start-up and operating procedures.To strengthen execution through the conversion and start-up preparation process, XCF has engaged an on-site engineering and operational readiness team from Alvarez & Marsal to provide added oversight. This team is supporting procedure reviews and field verification, start-up sequencing and checklists, and controls-focused reviews intended to support staged ramp-up to sustained operations. XCF is targeting a return to operations in June, subject to completion of upgrade activities and standard start-up procedures. XCF expects a staged start-up that includes final mechanical completion checks, pre-startup reviews, systems validation, and a controlled ramp-up, with continued emphasis on safety, product quality, and operating discipline.XCF OutlookWith this return to operations, XCF is targeting the following financial and operational results for the full year ending December 31, 2027: gross product sales[3] of $775 - 825 million, net revenue of $110 - 120 million, EBITDA3 of $65 - $70 million, and renewable fuel production of 40 to 43 million gallons.[4] Additionally, XCF continues to advance its planned second facility in Reno, Nevada on approximately 10 acres adjacent to its existing flagship New Rise Reno facility, which is intended to support a doubling of production capacity by 2029. XCF believes the facility's multi-product capability supports operating flexibility as it works toward sustained, commercial-scale renewable fuel production.New Rise Reno also has a permitted nameplate production capacity of 38 million gallons per year of synthetic blend component ("SBC"), which can be blended with conventional Jet A to produce blended SAF. Based on typical industry blend ratios (often 70/30 or 80/20), XCF believes this SBC capacity could support production of more than 100 million gallons per year of blended SAF, depending on blending ratios, customer specifications, and applicable market and regulatory requirements.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Commsmedia@xcf.globalNon-GAAP Measures Definitions & ReconciliationsThis earnings release contains non-GAAP (accounting principles generally accepted in the United States of America) financial measures as defined by SEC Regulation G and indicated by a footnote in the text of this release. Definitions for the non-GAAP measures are provided below. Management believes these non-GAAP measures are a useful supplemental measure of operating performance because they eliminate the effects of financing and capital structure, tax jurisdictions, and non-cash depreciation and amortization expenses. However, these non-GAAP measures are not measures of financial performance under U.S. GAAP and should not be considered as an alternative to revenue or net income (loss) or any other measure of performance derived in accordance with U.S. GAAP.Because not all companies use identical definitions or calculations, our presentation of these measures may not be comparable to similarly titled measures of other companies. In reliance upon Item 10(e)(1)(i)(B) of Regulation S-K, reconciliations of forward-looking GAAP and non-GAAP measures are not provided because of the unreasonable effort associated with providing such reconciliations due to the variability in the occurrence and the amounts of certain components of GAAP and non-GAAP measures. For the same reasons, we are unable to address the significance of the unavailable information, which could be material to future results.Gross product sales is a management estimate of the dollar value of the finished renewable fuel product sales in the end-customer markets. XCF believes that this is an important and relevant metric regarding the sales value of the company's products when comparing XCF to other companies. Management defines this as the number of gallons of renewable fuel sold by the Company during a period multiplied by the average observed or derived price in the end-customer market for each product during a period, including government incentives, feedstock, processing and logistics.EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization.Additional Information and Where to Find ItIn connection with the proposed transaction, among the Company, DevvStream, and Southern, the Company will prepare and file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 that will contain preliminary proxy statements of the Company and Devvstream that also constitutes a prospectus (the "Proxy Statements/Prospectus"). A proxy statement is expected to be mailed to stockholders of the Company and Devvstream as of the record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. The Company, DevvStream, and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that the Company, DevvStream, and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY OR DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY THE COMPANY WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company's investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about the Company, DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) the Company will be available free of charge under the tab "Financials" on the "Investor Relations" page of the Company's website page of the Company's website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the Company's Investor Relations Department at media@xcf.global and (ii) DevvStream will be available free of charge under the tab "Financials" on the "Investor Relations" page of DevvStream's website at www.devvstream.com/investors/or by contacting DevvStream's Investor Relations Department at ir@devvstream.com.Participants in the SolicitationThe Company, DevvStream, Southern, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the proposed transaction. Information regarding the directors and executive officers of (i) the Company is contained in the Company's Current Report on Form 8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) Devvstream is contained in DevvStream's proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.No Offer or SolicitationThis communication is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Cautionary Note Regarding Forward-Looking StatementsThis communication contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties, including statements regarding the proposed transactions contemplated by the business combination agreement, the anticipated structure, timing and conditions of the proposed transaction, the anticipated completion of the plant conversion, the achievement of specified financial and operational milestones (including annualized blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported bonds by Southern, the valuation the parties are aiming to achieve. All statements, other than statements of historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," or the negatives of these words or other similar terms or expressions that concern the Company's, DevvStream's, or Southern's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that the Company is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on the Company's business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk that the Company is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods; (6) the inability to satisfy or waive the closing conditions contemplated by the business combination agreement; (7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the business combination agreement; (8) the outcome of any legal proceedings that may be instituted against the Company, DevvStream, Southern, EEME or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (9) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party's satisfaction therewith; (10) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated by the business combination agreement, including the risk that, in the event the proposed transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved); (11) changes to the structure, timing or terms of any proposed transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance; (12) the risk that required regulatory, governmental, stock exchange or shareholder approvals are not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (13) the risk that the announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations or relationships of the Company , Devvstream or Southern; (14) the risk that anticipated benefits of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably; (15) costs, expenses and management distraction associated with the potential litigation and any contemplated transactions; (16) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the parties' businesses; and (17) other economic, business, competitive, operational or financial factors beyond management's control, including those set forth in (i) the Company's filings with the SEC, including the final proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings the Company made or will make with the SEC in the future and (ii) DevvStream's Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream's profile at www.sedarplus.ca.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this communication. Neither the Company, DevvStream, Southern or EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this communication nor the continued availability of this communication K in archive form on DevvStream's website at www.devvstream.com/investors/ or the Company's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.[1] Non-GAAP financial measure. See "Non-GAAP Measures Definitions & Reconciliations" below for additional information.[2] These targets are not projections and are forward-looking statements and are subject to the risks, uncertainties, and assumptions described under "Forward-Looking Statements" below.[3] Non-GAAP financial measure. See "Non-GAAP Measures Definitions & Reconciliations" below for additional information.[4] These targets are not projections and are forward-looking statements and are subject to the risks, uncertainties, and assumptions described under "Forward-Looking Statements" below.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Provides First Quarter 2026 Corporate and Operational Update Establishes 2027 Targets of $110-$120M Net Revenue and 40-43M Gallons of Renewable Fuel Production at New Rise Reno
US Market News
2月前
XCF Global Continues New Rise Reno Planned Upgrade and Secures Forbearance Agreement Related to New Rise Renewables Reno Ground LeaseMay 1, 2026 6:30 AM
ACCESS NewswireAgreement continues through January 1, 2027, subject to specified conditions, supporting New Rise's planned upgrade path and operational progress.HOUSTON, TX / ACCESS Newswire / May 1, 2026 / XCF Global, Inc. ("XCF") (NASDAQ:SAFX) an emerging player in lowering emissions and strengthening domestic renewable energy resilience of the aviation industry through Sustainable Aviation Fuel ("SAF"), today announced that New Rise Renewables Reno, LLC ("New Rise"), a subsidiary of XCF, has entered into a forbearance agreement dated April 27, 2026 (the "Agreement") with Twain GL XXVIII, LLC (the "Landlord") in connection with the ground lease for New Rise's Reno, Nevada facility.New Rise Reno was commissioned in February 2025 and has produced SAF, renewable diesel, and renewable naphtha. Since the start of commercial operations in March 2025, the facility has produced more than 2.5 million gallons of renewable fuels. New Rise Reno is in the final stages of its planned upgrade, intended to strengthen long-term operability and repeatability. Current workstreams are focused on improving operating stability and equipment readiness, reinforcing quality systems required for certified fuel, and strengthening start-up and operating procedures. XCF is targeting a return to operations in June, subject to completion of upgrade activities and standard start-up procedures.Under the Agreement, the Landlord agreed to forbear from exercising certain rights and remedies under the applicable lease documents with respect to certain alleged events of default through January 1, 2027, subject to New Rise's compliance with the terms and conditions of the Agreement including the required payments therein. For more information, please see the form of agreement filed today on Form 8-k.About XCF Global, Inc.
XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the expected return to operations of New Rise's Reno, Nevada facility and the expected duration of the forbearance agreement with Twain GL XXVIII, LLC. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Continues New Rise Reno Planned Upgrade and Secures Forbearance Agreement Related to New Rise Renewables Reno Ground Lease
US Market News
2月前
XCF Global Maintains CORSIA-Ready Certification at New Rise Renewables Reno Facility to Support Airline Emissions Compliance Ahead of Planned June RestartApril 30, 2026 6:30 AM
ACCESS NewswireCertification and chain-of-custody systems are valid today, positioning XCF to deliver CORSIA-eligible SAF documentation when production resumes.HOUSTON, TX / ACCESS Newswire / April 30, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX) an emerging player in lowering emissions and strengthening domestic renewable energy resilience of the aviation industry through Sustainable Aviation Fuel ("SAF"), today announced that its New Rise Renewables Reno facility ("New Rise Reno") maintain sustainability certification that supports the production and documentation of CORSIA eligible SAF, with certifications valid as of today. The facility is currently completing planned upgrades and expects to return to operations in June 2026.CORSIA, the Carbon Offsetting and Reduction Scheme for International Aviation established by the International Civil Aviation Organization (ICAO), applies to international aviation on a route basis. During the current First Phase (2024-2026), CORSIA requirements apply to international flights between participating States, and aircraft operators may reduce their offsetting requirements with the use of CORSIA-eligible fuels, including SAF that meets ICAO requirements.XCF's announcement is intended to provide customers and stakeholders with clarity that, even while New Rise Reno completes its upgrade program, the facility's sustainability systems supporting CORSIA eligible SAF claims including traceability controls and required documentation, are already in place."Our message to the market is straightforward: when we restart production, we will be ready to support CORSIA reporting with certified, traceable SAF volumes and the documentation customers expect," said Chris Cooper, Chief Executive Officer of XCF Global. "The certification is valid today, and our systems are built around chain-of-custody integrity, from certified inputs through mass-balance accounting to proof-of-sustainability documentation."Traceability and documentation supporting sustainability claimsNew Rise Reno's certification program is designed to support customer sustainability claims through verified chain-of-custody controls. This includes requirements that eligible feedstocks used for certified SAF production also be certified under an approved sustainability scheme, and the use of a recognized mass-balance system to track certified material inputs and allocate sustainability attributes to output fuel volumes. For certified volumes, a Proof of Sustainability document accompanies commercial documentation and is provided with shipping paperwork, including the bill of lading, to support downstream reporting and verification.XCF also noted that many airlines and corporate customers utilize book-and-claim systems to scale SAF adoption and allocate SAF environmental attributes independent of physical fuel delivery, subject to applicable program rules and verification requirements. As part of customer programs, airlines may work through third-party platforms and registries used in the market to support SAF claims.This CORSIA-readiness milestone is consistent with XCF's strategy to pair scalable low-carbon fuel production with robust environmental attribute and compliance capabilities.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global:
Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions and the prospectus of XCF's commercial operations and growth strategy. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Maintains CORSIA-Ready Certification at New Rise Renewables Reno Facility to Support Airline Emissions Compliance Ahead of Planned June Restart
US Market News
2月前
XCF Highlights EPA's Record-High 2026-2027 RIN Volumes and Currently Adding ~$3.06 per Gallon of SBC Incremental Value to SAF EconomicsApril 29, 2026 6:30 AM
ACCESS NewswireRIN volume increased by 15.6% in 2026 renewable fuel volume requirement vs. 2025 (25.82B RINs vs. 22.33B, reinforcing RIN credit demand under the Renewable Fuel Standard, RFS.XCF estimates D4 RINs currently represent approximately ~$3.06 of incremental value per gallon of SBC (synthetic blending component for SAF) in its internal SAF economics framework. HOUSTON, TX / ACCESS Newswire / April 29, 2026 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX) an emerging player in lowering emissions and strengthening domestic renewable energy resilience of the aviation industry through Sustainable Aviation Fuel ("SAF"), today highlighted the U.S. Environmental Protection Agency's ("EPA") recently published Renewable Fuel Standard ("RFS") volumes for 2026 and 2027, which XCF believes support the policy rationale for developing qualifying renewable fuels and the credits used for RFS compliance.EPA's final "Set 2" rule established the total renewable fuel volume requirement at 25.82 billion RINs for 2026 (vs. 22.33 billion RINs for 2025, +15.6%) and 25.98 billion RINs for 2027. EPA announced the final 2026-2027 RFS volumes on March 27, 2026, and published the final rule on April 1, 2026. EPA also reported total applicable renewable fuel volumes of 26.81 billion RINs (2026) and 27.02 billion RINs (2027), which include volumes reallocated from certain small refinery exemptions, levels EPA described as "the highest in program history."Higher RFS volume requirements generally increase required credit demand under the program, which XCF views as a supportive policy backdrop for qualifying renewable fuel producers.As one practical lens on SAF economics, XCF notes that the implied D4 RIN value equates to approximately $3.06 of incremental value per gallon of synthetic blending component ("SBC") for sustainable aviation fuel, as of April 27, 2026. RIN prices are market-based and can vary day to day."EPA's record-high standards reinforce the policy tailwinds supporting domestic renewable fuel production," said Chris Cooper, Chief Executive Officer of XCF Global. "As we develop our platform to produce waste-based renewable fuels, including SAF, we believe a stable and supportive policy framework helps underpin long-term demand for qualifying renewable fuel credits."XCF intends to advance its strategy to produce waste-based renewable fuels, including SAF, with a focus on disciplined execution, project development, and compliant feedstock sourcing.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions and the prospectus of XCF's commercial operations and growth strategy. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Highlights EPA's Record-High 2026-2027 RIN Volumes and Currently Adding ~$3.06 per Gallon of SBC Incremental Value to SAF Economics
US Market News
2月前
XCF Global Highlights Strategic Relevance of Modular SAF Model in Australia as Asia Pacific Jet Fuel Prices Surge from ~$90 to ~$230 per Barrel, a ~155% Increase in Late Feb-Early March 2026April 28, 2026 6:30 AM
ACCESS NewswirePreviously announced licensing agreement with New Rise Australia is expected to enable scalable domestic production to support fuel security.HOUSTON, TX / ACCESS Newswire / April 28, 2026 / XCF Global, Inc ("XCF") (NASDAQ:SAFX), an emerging player in the decarbonizing of the aviation industry through Sustainable Aviation Fuel ("SAF"), today highlighted the strategic relevance of its previously announced licensing agreement with New Rise Australia, as recent jet fuel supply disruptions bring attention to Australia's dependence on imported aviation fuel and heightened exposure to geopolitical risk.Australia's aviation sector continues to rely heavily on long-distance jet fuel imports routed through complex international supply chains, leaving the country exposed to both price volatility and supply disruption. In late February and early March 2026, geopolitical instability and refining constraints across the Asia-Pacific region drove an unprecedented surge in jet fuel prices. Asia-Pacific jet fuel benchmark prices, which underpin the pricing of fuel imported into Australia, rose from approximately $85-$90 per barrel in mid-February to around $230 per barrel by early March, representing an increase of roughly 155% over a matter of weeks. These conditions have intensified cost pressures for airlines and renewed focus on Australia's limited domestic fuel reserves and exposure to external shocks.Recent export restrictions and supply tightening among key Asian refining hubs have further underscored the fragility of Australia's import-dependent fuel system. With approximately 80% of the country's jet fuel sourced from overseas, price spikes and availability constraints in regional benchmark markets can translate rapidly into higher operating costs and increased uncertainty for the aviation sector.By enabling domestic SAF production through a modular, distributed model, XCF Global's licensed design supports a more resilient aviation fuel framework. Facilities can be developed closer to end-market demand, airports, and feedstock supply, helping to reduce reliance on imported fuel priced off volatile international benchmarks. This approach is designed to mitigate exposure to global fuel price shocks, enhance supply reliability, and support long-term aviation fuel security while advancing emission reduction objectives.Since announcing the licensing agreement, XCF Global and New Rise Australia have continued to advance work under the modular SAF framework, with strong progress across early project planning, technical alignment, and commercial positioning. This includes completion of initial front-end engineering scoping, confirmation of the reference plant design based on XCF's proven Reno facility, and alignment on key process units and configuration tailored for Australian conditions.The first project is proposed to be built in Perth, on Australia's Western Coastline, and is strategically positioned to leverage existing industrial infrastructure, port access, and proximity to feedstock supply chains. In parallel, the parties are progressing development pathways for additional facilities in Queensland and New South Wales, supporting a broader national rollout of SAF and renewable fuels capacity. This momentum is being underpinned by growing support from both Australian Federal and State Governments, with an increasing policy focus on fuel security and domestic fuel production.Renzo Petersen, Managing Director of New Rise Australia, commented: "Progress to date reflects the strength of the partnership and the replicable nature of the XCF platform. Establishing Perth as the first Australian project is a critical step in building a sovereign sustainable fuels industry, and we are encouraged by the increasing alignment and support from government at all levels. This positions Australia to not only meet its own future fuel needs, but to build out further capacity in the Asia-Pacific region.""Licensing a modular SAF blueprint allows production capacity to scale incrementally as demand develops, without committing to oversized, capital-intensive infrastructure," said Chris Cooper, CEO of XCF Global. "The recent surge in jet fuel prices, where benchmark prices more than doubled in a matter of weeks, has reinforced that SAF is not only an emissions-reduction solution, but an increasingly important tool for fuel security and price resilience, particularly in import-dependent markets like Australia."Strategic Benefits of the Modular SAF Model
Under the licensing agreement, the modular design is intended to:Enable phased capital deployment aligned with customer demandAccelerate project timelines through standardized facility designImprove fuel supply resilience by decentralizing productionSupport national energy security while lowering lifecycle emissionsAs governments, airlines, and regulators increasingly prioritize fuel security alongside emissions reduction, scalable domestic SAF production is gaining relevance as a strategic infrastructure solution. The current jet fuel supply environment reinforces the value of XCF Global's modular approach, positioning its collaboration with New Rise Australia to support aviation fuel resilience in import-dependent markets.About XCF Global, Inc.
XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis Press Release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding XCF Global's expectations with respect to future performance and anticipated financial impacts of the recently completed business combination with Focus Impact BH3 Acquisition Company (the "Business Combination"), estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global Highlights Strategic Relevance of Modular SAF Model in Australia as Asia Pacific Jet Fuel Prices Surge from ~$90 to ~$230 per Barrel, a ~155% Increase in Late Feb-Early March 2026
US Market News
2月前
Brent Crude Swings Over $50 Per Barrel in 12 Months as XCF Global Highlights Stability of U.S. Waste Based Feedstock ModelApril 27, 2026 6:30 AM
ACCESS NewswireCrude exposure can be highly volatile, with global benchmarks swinging sharply over short periods (U.S. EIA).Waste-based SAF inputs are more domestically driven: USDA-reported DCO pricing is primarily influenced by U.S. supply-and-demand fundamentals, such as corn processing volumes, feedstock availability, and downstream renewable fuel demand-rather than global crude disruptions. HOUSTON, TX / ACCESS Newswire / April 27, 2026 / XCF Global, Inc. ("XCF"), (Nasdaq:SAFX), an emerging player in decarbonizing the aviation industry through Sustainable Aviation Fuel ("SAF"), today highlighted the growing divergence between volatile global crude oil markets and the more stable pricing behavior of U.S.-sourced, waste-based renewable feedstocks.Over the past 12 months, global benchmark Brent crude has shown significant volatility, reaching an intra-month peak of $124.61 per barrel on April 10, 2026, and then easing to $114.43 per barrel as of April 17, 2026 (latest observation available from U.S. EIA Brent data as of the date of this release).By contrast, renewable feedstocks such as distillers corn oil ("DCO") have demonstrated pricing behavior that is more closely tied to domestic agricultural production and industrial demand than to geopolitical risk or trade routes. DCO is generally influenced by U.S. ethanol production and corn crush volumes, feedstock availability from distillers grains processing, logistics and regional basis dynamics, and demand from renewable diesel and SAF markets. As a result, XCF believes DCO is typically less directly impacted by global crude oil disruptions and long-haul shipping constraints than petroleum-based inputs."XCF Global's SAF is produced from waste-based, renewable feedstocks, not crude oil," said Chris Cooper, Chief Executive Officer. "We do not use crude oil as an input, and our feedstocks are sourced domestically from waste streams. We believe this model can reduce exposure to certain geopolitical disruptions that can affect global petroleum supply chains and long-haul shipping routes."According to USDA-reported market data, U.S. distillers corn oil prices strengthened in late 2025 and into 2026 amid inflation and steady demand, with feedstock availability supported by strong U.S. corn production."Waste-based inputs don't trade on war headlines. Their pricing reflects domestic supply and demand fundamentals, not conflict risk or trade routes, said Chris Cooper"XCF believes these dynamics highlight potential advantages of its feedstock strategy as airlines and fuel buyers increasingly prioritize supply security, cost predictability, and lower carbon intensity in their fuel sourcing decisions.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Commsmedia@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions and the prospectus of XCF's commercial operations and growth strategy. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combination") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: Brent Crude Swings Over $50 Per Barrel in 12 Months as XCF Global Highlights Stability of U.S. Waste Based Feedstock Model
US Market News
2月前
XCF Global CEO Chris Cooper Featured on Water Tower Research Small-Cap Spotlight Podcast as Jet Fuel Prices Surge Above $3.80 per Gallon, an increase of more than 30%, Spotlighting the Strategic Need for Sustainable Aviation FuelApril 24, 2026 8:55 AM
ACCESS NewswireHOUSTON, TX / ACCESS Newswire / April 24, 2026 / XCF Global, Inc ("XCF") (Nasdaq:SAFX), an emerging player in the decarbonizing of the aviation industry through Sustainable Aviation Fuel ("SAF"), today announced that Chief Executive Officer, Chris Cooper was featured in Water Tower Research's Small-Cap Spotlight Podcast on Circular Economy, Investing in SAF, CCUS, and Waste to Value Symposium. The episode was hosted by Shawn Severson and Peter Gastreich of Water Tower Research.The conversation provides investors with a detailed look at XCF's business strategy, operational progress, and XCF's role in advancing Sustainable Aviation Fuel ("SAF") production in a time when U.S. jet fuel prices have surged well above historical norms, recently exceeding $3.75 per gallon in key U.S. markets, according to data from the U.S. Energy Information Administration for the week ending April 18, 2026."Persistent volatility in conventional jet fuel pricing continues to underscore why airlines, energy companies, and policymakers are increasingly focused on scalable, domestic alternatives," said Chris Cooper, Chief Executive Officer of XCF Global.During the discussion, Cooper outlined XCF Global' s mission to advance SAF production by converting U.S. sourced feedstock from non-food waste materials into sustainable aviation fuel produced at their flagship New Rise Reno, facility. We believe XCF's sustainable aviation fuel has the potential to reduce greenhouse gas emissions by up to 80% compared to fossil-based jet fuel over the fuel's lifecycle. He detailed XCF's commercial approach, including tolling and feedstock partnership and the collaboration with BGN, as well as offtake arrangements that support scalable production. In addition, he addressed XCF's growth strategy, recent regulatory developments, including the implementation of the Section 45Z Clean Fuel Production Tax Credit, and emphasized how ongoing geopolitical instability in the Middle East underscores the strategic importance of domestic SAF production in strengthening U.S. energy security and reducing reliance on global commodity markets.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions and the prospectus of XCF's commercial operations and growth strategy. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's business combination agreement with DevvStream Corp. and Southern Energy Renewables Inc. (the "Business Combingation") and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global CEO Chris Cooper Featured on Water Tower Research Small-Cap Spotlight Podcast as Jet Fuel Prices Surge Above $3.80 per Gallon, an increase of more than 30%, Spotlighting the Strategic Need for Sustainable Aviation Fuel
US Market News
2月前
XCF CEO to Participate in ROTH London Conference Amid Growing UK Jet Fuel Supply PressuresApril 23, 2026 7:30 AM
ACCESS NewswireCEO planning to address how capital and infrastructure alignment can support resilient fuel supply, enabling faster, lower-risk expansion as demand for sustainable aviation fuel grows.CEO is expected to engage investors on aviation fuel supply risks in the UK and Europe, amid rising jet fuel prices, tightening inventories, and growing reliance on imports.Discussion to include a highlight XCF's modular, distributed production strategy, designed to deploy scalable fuel capacity closer to customers and feedstock sources. HOUSTON, TX / ACCESS Newswire / April 23, 2026 / XCF Global, Inc. ("XCF"), (Nasdaq:SAFX), an emerging player in decarbonizing of the aviation industry through Sustainable Aviation Fuel ("SAF"), today announced that Chief Executive Officer, Chris Cooper Chief Executive Officer will attend the ROTH London Conference, taking place June 16-18, 2026.The ROTH London Conference is a premier international gathering of investors, executives, and industry leaders, focused on capital markets, innovation, and emerging investment opportunities. The event brings together senior decision-makers for in-depth discussions, expert panels, and strategic networking as Europe navigates a period of heightened energy transition and supply-chain volatility.XCF's participation comes at a critical moment for the UK and European aviation sector faces jet fuel supply risks. Reliance on imported fuel has left the UK particularly exposed, with potential impacts including higher costs and constrained capacity during peak travel seasons.Rising jet fuel prices and tight inventories across Europe have exposed airlines to continued volatility. At the conference, XCF CEO is expected to discuss how the company's modular approach is designed to deploy scalable production units closer to customers and feedstock sources, reducing transport risk, improving supply resilience, and enabling faster capacity expansion as demand evolves. We believe this model is particularly relevant in markets like the UK, where imported jet fuel dependency and declining refinery capacity have heightened concerns around energy security."Europe's aviation sector is facing a convergence of supply risk, policy pressure, and rising demand for sustainable fuel," said Chris Cooper, Chief Executive Officer of XCF. "Our modular design philosophy reflects a belief that future fuel infrastructure must be flexible, scalable, and closer to where it is needed. The ROTH London Conference is an important forum to discuss how capital, innovation, and infrastructure can align to meet those challenges."ROTH Capital Partners provides research coverage of XCF. A copy of the most recent ROTH research report is available on the Company's website at https://xcf.global/investor-relations/Analyst-Coveragehttps://xcf.globalAbout XCF Global
XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContactsXCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis Press Release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding XCF Global's expectations with respect to future performance and anticipated financial impacts of the recently completed business combination with Focus Impact BH3 Acquisition Company (the "Business Combination"), estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF CEO to Participate in ROTH London Conference Amid Growing UK Jet Fuel Supply Pressures
US Market News
2月前
XCF Global to Participate in Water Tower Research Circular Economy, Investing in SAF, CCUS, and Waste-to-Value Symposium on Thursday, April 23, 2026April 22, 2026 4:55 PM
ACCESS NewswireHOUSTON, TX / ACCESS Newswire / April 22, 2026 / XCF Global, Inc ("XCF") (NASDAQ:SAFX), an emerging player in decarbonizing of the aviation industry through Sustainable Aviation Fuel ("SAF"), today announced that Chief Executive Officer, Chris Cooper will participate in the upcoming Water Tower Research Circular Economy: Investing in SAF, CCUS, and Waste-to-Value symposium taking place on Thursday, April 23 at 6am Eastern Time. This is part of a three - part symposium exploring investment and opportunities emerging from industrial decarbonization and the circular resource economy.The symposium will be hosted by Shawn Severson and Peter Gastreich at Water Tower Research, and will cover the following topics:XCF's company background and missionXCF's intended growth strategyCurrent commercial partnerships and offtake agreementsRegulatory developments in the USCurrent geopolitical instabilityYou can tune into the podcast on the following link https://pod.link/1693448305About XCF Global, Inc.
XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, visit www.xcf.globalContacts
XCF Global: Corporate Comms
media@xcf.globalCautionary Note Regarding Forward-Looking Statements
This Press Release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding XCF Global's expectations with respect to future performance and anticipated financial impacts of the recently completed business combination with Focus Impact BH3 Acquisition Company (the "Business Combination"), estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global to Participate in Water Tower Research Circular Economy, Investing in SAF, CCUS, and Waste-to-Value Symposium on Thursday, April 23, 2026
US Market News
3月前
XCF Global, Inc. Announces Receipt of $10 Million Plant Conversion Funding in Support of Pending Business CombinationApril 17, 2026 6:30 AM
ACCESS NewswireHOUSTON, TX / ACCESS Newswire / April 17, 2026 / XCF Global, Inc. (Nasdaq:SAFX) ("XCF"), an emerging player in decarbonizing the aviation industry through sustainable aviation fuel ("SAF"), together with DevvStream Corp. (Nasdaq:DEVS) ("DevvStream") and Southern Energy Renewables Inc. ("Southern"), today announced that, as contemplated by their previously announced term sheet relayed to their proposed three-party Business Combination Agreement ("BCA"), XCF has received from private investors $10 Million through the sale of 100,000,000 shares of Common Stock to support the planned plant conversion at XCF's New Rise Renewables Reno facility. The receipt of this funding satisfies a key funding-related condition to the proposed business combination among XCF, Southern, and DevvStream.The receipt of this funding represents an important milestone in advancing the transaction and is expected to support continued progress toward satisfying the closing conditions set forth in the previously announced Business Combination Agreement."This funding marks a meaningful step forward in the execution of our strategic transaction," said Chris Cooper, Chief Executive Officer of XCF Global. "It reinforces momentum behind the plant upgrade initiative and reflects continued alignment among the parties as we work diligently toward our goal of completing the business combination."As previously disclosed, consummation of the proposed transaction remains subject to the satisfaction or waiver of various closing conditions, including shareholder approvals. SEC registration statements effectiveness on Form S-4, stock exchange approvals including Nasdaq listing, completion of financing, plant conversion, and commercial milestones and fairness opinions.XCF Global, Southern, and DevvStream remain focused on advancing the remaining workstreams associated with the transaction and intend to provide updates as appropriate.About XCF Global, Inc.XCF Global, Inc. ("XCF") (Nasdaq:SAFX) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more, go to www.xcf.globalAbout DevvStreamDevvStream (Nasdaq: DEVS) is a carbon management company focused on the development, investment, and sale of environmental assets worldwide, including carbon credits and renewable energy certificates.About Southern Energy RenewablesSouthern Energy Renewables Inc. is a U.S.-based clean fuels, chemicals and products developer focused on advancing large-scale biomass-to-fuels projects. These projects are designed to produce carbon-negative SAF and green methanol, supported by integrated carbon capture and sequestration.Additional Information and Where to Find ItIn connection with the proposed business combination transaction among XCF, DevvStream and Southern, XCF will prepare and file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 that will contain preliminary proxy statements of DevvStream and XCF that also constitutes a prospectus of XCF (the "Proxy Statements/Prospectus"). A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream, XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. DevvStream's investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab "Financials" on the "Investors" page of the XCF's website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the XCF's Investor Relations Department at safx@xcf.global and (ii) DevvStream will be available free of charge under the tab "Financials" on the "Investor Relations" page of DevvStream's website at www.devvstream.com/investors/ or by contacting DevvStream's Investor Relations Department at ir@devvstream.com .Participants in the SolicitationDevvStream, Southern, XCF, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from DevvStream's and XCF's stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) DevvStream is contained in DevvStream's proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025 and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.No Offer or SolicitationThis press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Cautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the proposed transactions contemplated by the business combination agreement, the anticipated structure, timing and conditions of the proposed transaction, the anticipated completion of the plant conversion, the achievement of specified financial and operational milestones (including annualized blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported bonds by Southern, the valuation the parties are aiming to achieve. All statements, other than statements of historical facts, are forward-looking statements, including: statements regarding the expected timing, structure and terms of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's, DevvStream's, or Southern's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that XCF is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on XCF's business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk that XCF is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods; (6) the inability to satisfy or waive the closing conditions contemplated by the business combination agreement; (7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the business combination agreement; (8) the outcome of any legal proceedings that may be instituted against XCF, DEVS, Southern, EEME or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (9) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party's satisfaction therewith; (10) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated by the business combination agreement, including the risk that, in the event the proposed transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved); (11) changes to the structure, timing or terms of any proposed transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance; (12) the risk that required regulatory, governmental, stock exchange or shareholder approvals are not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (13) the risk that the announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations or relationships of XCF, DEVS or Southern; (14) the risk that anticipated benefits of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably; (15) costs, expenses and management distraction associated with the potential litigation and any contemplated transactions; (16) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the parties' businesses; and (17) other economic, business, competitive, operational or financial factors beyond management's control, including those set forth in (i) XCF's filings with the SEC, including the final proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings XCF made or will make with the SEC in the future and (ii) DevvStream's Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream's profile at www.sedarplus.ca.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. Neither DevvStream, XCF, Southern or EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on DevvStream's website at www.devvstream.com/investors/ or XCF's website at www.xcf.global should be deemed to constitute an update or re-affirmation of these statements as of any future date.Investor Relations ContactDevvStream: ir@devvstream.com
XCF: safx@xcf.global
Southern: info@southernenergyrenew.comSOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global, Inc. Announces Receipt of $10 Million Plant Conversion Funding in Support of Pending Business Combination
US Market News
3月前
XCF Global, Southern Energy Renewables und DevvStream unterzeichnen endgültige Vereinbarung über den Unternehmenszusammenschluss im Rahmen der zuvor angekündigten geplanten Dreierfusion zur Schaffung einer Energieplattform der nächsten GenerationApril 15, 2026 8:06 PM
Business Wire
Schaffung einer Plattform für die Energiewende der nächsten Generation: Die geplante Transaktion vereint SAF, grünes Methanol, erneuerbare Produkte, die Monetarisierung von Umweltattributen und fortschrittliche Energieinfrastruktur in einer einzigen, global skalierbaren Plattform.
Integrierte Märkte für Kraftstoffe, Infrastruktur und Umwelt: Das fusionierte Unternehmen soll die Produktion kohlenstoffarmer Kraftstoffe mit Emissionszertifikaten und verwandten Instrumenten, der Vermarktung langfristiger Abnahmeverträge sowie der Infrastrukturentwicklung verknüpfen.
Unterstützung der Dekarbonisierungsstrategien der Kunden: Durch die Kombination skalierbarer kohlenstoffarmer Kraftstoffe mit der Monetarisierung von Umweltattributen hilft die Plattform Fluggesellschaften und Unternehmenskunden, regulatorische und Nachhaltigkeitsanforderungen flexibler zu erfüllen.
XCF Global, Inc. (Nasdaq: SAFX) („XCF“), ein wichtiger Akteur bei der Dekarbonisierung der Luftfahrtindustrie durch nachhaltigen Flugkraftstoff („SAF“), und DevvStream Corp. (NASDAQ: DEVS) („DevvStream“), ein führendes Unternehmen für Kohlenstoffmanagement und die Monetarisierung von Umweltvermögenswerten, gaben heute den Abschluss einer endgültigen Vereinbarung über einen Unternehmenszusammenschluss mit Southern Energy Renewables Inc. („Southern“) bekannt gegeben, ein wichtiger nächster Meilenstein in der zuvor angekündigten Initiative der drei Parteien zur Schaffung einer gemeinsamen Plattform für die Energiewende. Diese Plattform soll nachhaltige Flugkraftstoffe („SAF“), grünes Methanol, erneuerbare Produkte und eine kohlenstoffarme Energieinfrastruktur der nächsten Generation entwickeln und skalieren und gleichzeitig die Monetarisierung von Umweltattributen entlang der gesamten Wertschöpfungskette integrieren. Diese Plattform wird in der Lage sein, ohne Subventionen mit China und der Welt bei der Bereitstellung von Kraftstoffen und anderen Produkten zu konkurrieren. Die Transaktion unterliegt weiterhin den üblichen Abschlussbedingungen sowie den sonstigen Bedingungen, Abschlussbedingungen und Kündigungsgründen (einschließlich des Ausbleibens der rechtzeitigen Vorlage der entsprechenden Fairness Opinions), die in der Vereinbarung über den Unternehmenszusammenschluss festgelegt sind.
Das fusionierte Unternehmen wird mit dem Ziel gegründet, eine multi-asset-fähige, global skalierbare Plattform für alternative Energien aufzubauen. Die Plattform soll kohlenstoffarme Kraftstoffe, darunter SAF, Methanol, erneuerbare Produkte und Methanol-zu-Flugkraftstoff-Verfahren, integrieren; die Monetarisierung von Umweltattributen, einschließlich Emissionszertifikaten und damit verbundenen Instrumenten; fortschrittliche Energiesysteme, darunter kleine modulare Kernreaktoren („SMRs“) zur Stromversorgung der Kraftstoffproduktion und von KI-Rechenzentren; sowie die Infrastrukturentwicklung zusammen mit der langfristigen Vermarktung von Abnahmemengen.
Die Parteien sind der Ansicht, dass die Plattform das Potenzial hat, eine beträchtliche Größe zu erreichen, und über erhebliches langfristiges Wachstumspotenzial in den Bereichen Kraftstoffproduktion, Infrastruktur und Umweltmärkte verfügt.
Transaktionsstruktur
Die Transaktion wird durch eine Reihe von Fusionen und Umstrukturierungsschritten durchgeführt. DevvStream wird vor Abschluss der Transaktion seinen Sitz von Alberta nach Delaware verlegen. XCF wird 100 % von DevvStream und Southern über Fusions-Tochtergesellschaften erwerben, und DevvStream sowie Southern werden jeweils als hundertprozentige Tochtergesellschaften von XCF fortbestehen. Die bestehenden Aktionäre von DevvStream und Southern erhalten Stammaktien von XCF.
Nach dem Abschluss der Transaktion wird erwartet, dass die Eigentumsanteile an dem fusionierten Unternehmen zu etwa 66,7 % bei den bestehenden XCF-Aktionären, zu 23,3 % bei den Southern-Aktionären und zu 10,0 % bei den DevvStream-Aktionären liegen.
Kapitalbeschaffung und Infrastrukturinvestitionen
Im Rahmen der Transaktion hat XCF rund 10 Millionen US-Dollar in den Ausbau und die Umrüstung seiner Anlage in New Rise Reno investiert, um die Produktions- und Beimischkapazitäten für SAF zu unterstützen. Die Plattform ist auf die großtechnische Kraftstoffproduktion und -vermarktung ausgelegt, einschließlich langfristiger Abnahmevereinbarungen. Southern wird voraussichtlich zudem eine Anleihefinanzierung in Höhe von bis zu 400 Millionen US-Dollar anstreben, um den Ausbau der Infrastruktur zu unterstützen.
Das fusionierte Unternehmen strebt zudem wichtige operative Meilensteine an (und die Transaktion ist an deren Erreichung geknüpft), darunter annualisierte Kraftstoffumsätze von über 1 Milliarde US-Dollar sowie ein annualisiertes EBITDA von mindestens 100 Millionen US-Dollar.
Strategische Begründung
Der Zusammenschluss vereint komplementäre Kompetenzen entlang der gesamten Energie- und Nachhaltigkeitswertschöpfungskette. DevvStream bringt Kompetenzen in den Bereichen Entwicklung von Umweltanlagen, Generierung von Emissionszertifikaten und deren Monetarisierung ein. Southern steuert Produktdiversifizierung, Technologieentwicklung und saubere Endprodukte bei, die mit traditionellen Endprodukten konkurrieren. XCF steuert den Zugang zu den Kapitalmärkten auf Plattformebene sowie eine Investitionsstrategie für alternative Energien bei. Für Kunden soll diese integrierte Plattform den Zugang zu kohlenstoffärmeren, nicht auf fossilen Brennstoffen basierenden Lösungen erweitern und gleichzeitig mehr Flexibilität bei der Erreichung und Verifizierung von Emissionsminderungen bieten, wodurch Fluggesellschaften und Unternehmenskunden dabei unterstützt werden, regulatorische, Compliance- und Dekarbonisierungsziele in verschiedenen Märkten und über unterschiedliche Rohstoffpfade hinweg zu erreichen.
Gemeinsam sind die Parteien davon überzeugt, dass das fusionierte Unternehmen in der Lage sein wird, den Ausbau der Infrastruktur für erneuerbare und dezentrale Energie zu beschleunigen, die Erzeugung und Monetarisierung von Umweltanlagen zu skalieren und integrierte, finanzierbare Nachhaltigkeitslösungen für globale Märkte bereitzustellen.
Kommentar der Unternehmensleitung
Chris Cooper, Chief Executive Officer von XCF Global, fügte hinzu: „Unser Ziel ist es, eine der umfassendsten Plattformen für alternative Energien auf dem Markt aufzubauen, die Produktion, Stromversorgung und Monetarisierung vereint. Diese Transaktion beschleunigt diese Vision. Für Fluggesellschaften und Unternehmenskunden bedeutet dies einen besseren Zugang zu skalierbaren SAF-Lösungen, gepaart mit hochintegrierten Umweltattributen, die die Einhaltung von Vorschriften, die Berichterstattung und langfristige Dekarbonisierungsziele in verschiedenen Märkten unterstützen.“
Sunny Trinh, Chief Executive Officer von DevvStream, kommentierte: „Diese Transaktion schafft eine Plattform mit der Größe, Integration und dem Ehrgeiz, im globalen Wettbewerb der Energiewende zu bestehen. Wir führen Infrastruktur-, Kraftstoff- und Umweltmärkte in einem einzigen, skalierbaren Geschäftsmodell zusammen.“
Jay Patel, Chief Executive Officer von Southern Energy Renewables, kommentierte: „Die Fähigkeit von Southern, Technologien und Projekte der nächsten Generation bereitzustellen, um saubere Produkte ohne staatliche Subventionen anzubieten, ist ein echter Game-Changer. Gemeinsam planen wir, Energieunabhängigkeit zu schaffen und die heimische Lieferkette mit einem diversifizierten Produktportfolio zu unterstützen. Das Tolle an dieser Plattform ist, dass wir in der Lage sein werden, mit China und dem Rest der Welt zu konkurrieren; viel zu lange konnte China die weltweit verwendeten Referenzprodukte festlegen.“
Genehmigungen und Abschlussbedingungen
Die Transaktion unterliegt der Zustimmung der Aktionäre, dem Inkrafttreten der SEC-Registrierungserklärung auf Formular S-4, den Genehmigungen der Börsen einschließlich der Notierung an der Nasdaq, dem Abschluss der Finanzierung, der Umstellung der Anlagen sowie kommerziellen Meilensteinen und Fairness Opinions.
Über XCF Global, Inc.
CF Global, Inc. („XCF“) (Nasdaq: SAFX) ist ein aufstrebendes Unternehmen im Bereich nachhaltiger Flugkraftstoffe, das sich der Beschleunigung des Übergangs der Luftfahrtindustrie zu Netto-Null-Emissionen verschrieben hat. Unsere Flaggschiff-Anlage, New Rise Reno, verfügt über eine genehmigte Nennproduktionskapazität von 38 Millionen Gallonen pro Jahr, was XCF zu einem Vorreiter unter den großen SAF-Produzenten in Nordamerika macht. XCF arbeitet daran, eine Reihe potenzieller Expansionsmöglichkeiten in Nevada, North Carolina und Florida voranzutreiben und Partnerschaften im Energie- und Transportsektor aufzubauen, um SAF weltweit zu skalieren. XCF ist am Nasdaq Capital Market notiert und wird unter dem Tickersymbol SAFX gehandelt.
Weitere Informationen finden Sie unter XCF.Global
Über DevvStream
DevvStream (Nasdaq: DEVS) ist ein Unternehmen für Kohlenstoffmanagement, das sich auf die Entwicklung, Investition und den Verkauf von Umwelt-Assets weltweit konzentriert, darunter Emissionszertifikate und Zertifikate für erneuerbare Energien.
Über Southern Energy Renewables
Southern Energy Renewables Inc. ist ein in den USA ansässiger Entwickler von sauberen Kraftstoffen, Chemikalien und Produkten, der sich auf die Förderung groß angelegter Projekte zur Umwandlung von Biomasse in Kraftstoffe konzentriert. Diese Projekte sind darauf ausgelegt, CO2-negative SAF und grünes Methanol zu produzieren, unterstützt durch integrierte CO2-Abscheidung und -Sequestrierung.
Weitere Informationen und Bezugsquellen
Im Zusammenhang mit der geplanten Unternehmenszusammenschluss-Transaktion zwischen XCF, DevvStream und Southern wird XCF relevante Unterlagen erstellen und bei der Securities and Exchange Commission (der „SEC“) einreichen, einschließlich einer Registrierungserklärung auf Formular S-4, die vorläufige Vollmachtserklärungen von DevvStream und XCF enthalten wird, die zugleich einen Prospekt von XCF darstellen (die „Vollmachtserklärungen/Prospekt“). Eine endgültige Vollmachtserklärung wird voraussichtlich an die Aktionäre von DevvStream und XCF zum Stichtag versandt, der für die Abstimmung über die geplante Unternehmensfusion und andere in den Vollmachtserklärungen/dem Prospekt beschriebene Angelegenheiten festgelegt wird. DevvStream, XCF und Southern können im Zusammenhang mit der geplanten Transaktion auch weitere Dokumente bei der SEC und den kanadischen Wertpapieraufsichtsbehörden einreichen. Diese Mitteilung ersetzt weder eine Vollmachtserklärung, eine Registrierungserklärung oder einen Prospekt noch irgendein anderes Dokument, das DevvStream und Southern (soweit zutreffend) im Zusammenhang mit der geplanten Transaktion bei der SEC oder den kanadischen Wertpapieraufsichtsbehörden einreichen könnten. VOR EINER ABSTIMMUNGS- ODER ANLAGEENTSCHEIDUNG WERDEN ANLEGER UND WERTPAPIERINHABER VON DEVVSTREAM DRINGEND GEBETEN, DIE VOLLMACHTSERKLÄRUNGEN/ PROSPEKTE, SOBALD DIESE VERFÜGBAR SIND, SOWIE ALLE ANDEREN RELEVANTEN DOKUMENTE, DIE VON DEVVSTREAM ODER SOUTHERN BEI DER SEC ODER DEN KANADISCHEN WERTPAPIERAUFSICHTSBEHÖRDEN EINGEREICHT WURDEN ODER EINGEREICHT WERDEN, SOWIE ALLE ÄNDERUNGEN ODER ERGÄNZUNGEN ZU DIESEN DOKUMENTEN IM ZUSAMMENHANG MIT DER GEPLANTEN TRANSAKTION, SOBALD SIE VERFÜGBAR SIND, DA DIESE DOKUMENTE WICHTIGE INFORMATIONEN ÜBER DIE GEPLANTE TRANSAKTION UND DAMIT ZUSAMMENHÄNGENDE ANGELEGENHEITEN ENTHALTEN ODER ENTHALTEN WERDEN. Die Anleger und Wertpapierinhaber von DevvStream können kostenlose Exemplare der Vollmachtserklärung/des Prospekts (sobald diese verfügbar sind) sowie anderer Unterlagen, die wichtige Informationen über DevvStream, Southern und andere an der geplanten Transaktion beteiligte Parteien enthalten, kostenlos über die von der SEC unterhaltene Website unter www.sec.gov beziehen. Kopien der bei der SEC eingereichten Dokumente von (i) XCF sind kostenlos unter der Registerkarte „Financials“ auf der Seite „Investors“ der XCF-Website unter https://xcf.global/investor-relations/financials/sec-filings/ oder durch Kontaktaufnahme mit der Investor-Relations-Abteilung von XCF unter safx@xcf.global erhältlich und (ii) von DevvStream kostenlos unter der Rubrik „Financials“ auf der Seite „Investor Relations“ der Website von DevvStream unter www.devvstream.com/investors/ oder durch Kontaktaufnahme mit der Investor-Relations-Abteilung von DevvStream unter ir@devvstream.com.
Teilnehmer an der Aufforderung
DevvStream, Southern, XCF, EEME sowie deren jeweilige Vorstandsmitglieder und bestimmte leitende Angestellte und Mitarbeiter können als Teilnehmer an der Aufforderung zur Stimmrechtsübertragung an die Aktionäre von DevvStream und XCF im Zusammenhang mit der geplanten Transaktion angesehen werden. Informationen zu den Direktoren und Führungskräften von (i) XCF sind in einem aktuellen Bericht auf Formular 8-K/A enthalten, der am 31. Oktober 2025 bei der SEC eingereicht wurde, sowie in seinem Jahresbericht auf Formular 10-K für das am 31. Dezember 2025 endende Geschäftsjahr, der am 31. März 2026 bei der SEC eingereicht wurde, und in anderen Dokumenten, die anschließend bei der SEC eingereicht wurden, sowie (ii) DevvStream sind in der Vollmachtserklärung von DevvStream für die Jahreshauptversammlung 2025 enthalten, die am 18. November 2025 bei der SEC eingereicht wurde, sowie in anderen Dokumenten, die anschließend bei der SEC eingereicht wurden. Weitere Informationen zu den Teilnehmern an den Stimmrechtswerbungen sowie eine Beschreibung ihrer direkten oder indirekten Interessen, sei es durch Wertpapierbestände oder anderweitig, werden in der Vollmachtserklärung/dem Prospekt und anderen relevanten Unterlagen enthalten sein, die bei der SEC eingereicht werden (sobald diese verfügbar sind). Diese Dokumente können kostenlos bei den oben genannten Quellen angefordert werden.
Kein Angebot oder Aufforderung
Diese Pressemitteilung dient ausschließlich Informationszwecken und stellt weder ein Angebot zum Verkauf noch eine Aufforderung zur Abgabe eines Angebots zum Kauf von Wertpapieren oder eine Aufforderung zur Stimmabgabe oder Zustimmung dar; es erfolgt auch kein Angebot, keine Aufforderung und kein Verkauf von Wertpapieren in einer Rechtsordnung, in der ein solches Angebot, eine solche Aufforderung oder ein solcher Verkauf vor der Registrierung oder Zulassung gemäß den Wertpapiergesetzen dieser Rechtsordnung unzulässig wäre. Ein Angebot von Wertpapieren darf nur mittels eines Prospekts erfolgen, der den Anforderungen von Abschnitt 10 des Securities Act von 1933 in seiner geänderten Fassung entspricht.
Warnhinweis zu zukunftsgerichteten Aussagen
Diese Pressemitteilung enthält „zukunftsgerichtete“ Aussagen im Sinne von Abschnitt 27A des Securities Act von 1933 in seiner geänderten Fassung und Abschnitt 21E des Securities Exchange Act von 1934 in seiner geänderten Fassung, die mit erheblichen Risiken und Ungewissheiten verbunden sind, einschließlich Aussagen zu den im Unternehmenszusammenschlussvertrag vorgesehenen Transaktionen, der erwarteten Struktur, dem Zeitplan und den Bedingungen der geplanten Transaktion, dem erwarteten Abschluss der Anlagenumstellung, das Erreichen bestimmter finanzieller und operativer Meilensteine (einschließlich annualisierter Umsätze mit gemischten Brennstoffprodukten von über 1,0 Mrd. USD und eines minimalen annualisierten EBITDA von 100 Mio. USD), die erwartete Emission staatlich unterstützter Anleihen durch Southern sowie die Bewertung, die die Parteien anstreben. Alle Aussagen, mit Ausnahme von Aussagen über historische Fakten, sind zukunftsgerichtete Aussagen, einschließlich: Aussagen bezüglich des erwarteten Zeitplans, der Struktur und der Bedingungen der geplanten Transaktion; der Fähigkeit der Parteien, die geplante Transaktion unter Berücksichtigung der verschiedenen Abschlussbedingungen abzuschließen; der erwarteten Vorteile der geplanten Transaktion; rechtlicher, wirtschaftlicher und regulatorischer Bedingungen; sowie aller Annahmen, die den vorgenannten Punkten zugrunde liegen. Zukunftsgerichtete Aussagen beziehen sich auf zukünftige Umstände und Ergebnisse sowie auf andere Aussagen, die keine historischen Tatsachen darstellen, und sind manchmal durch Wörter wie „anstreben“, „könnte“, „wird“, „sollte“, „potenziell“, „beabsichtigen“, „erwarten“, „sich bemühen“, „anstreben“, „voraussehen“, „schätzen“, „überschätzen“, „unterschätzen“, „glauben“, „planen“, „könnte“, „würde“, „prognostizieren“, „vorhersagen“, „fortsetzen“, „Ziel“, „Zielsetzung“, „Ziel“, „konzipiert“ oder den Verneinungen dieser Wörter oder anderen ähnlichen Begriffen oder Ausdrücken gekennzeichnet, die sich auf die Erwartungen, Strategien, Prioritäten, Pläne oder Absichten von XCF, DevvStream oder Southern beziehen. Zukunftsgerichtete Aussagen basieren auf aktuellen Plänen, Schätzungen, Erwartungen und Annahmen, die Risiken, Ungewissheiten und Annahmen unterliegen. Sollten eines oder mehrere dieser Risiken oder Ungewissheiten eintreten oder sollten sich die zugrunde liegenden Annahmen als unrichtig erweisen, können die tatsächlichen Ergebnisse erheblich von den in solchen zukunftsgerichteten Aussagen ausgedrückten oder implizierten Ergebnissen abweichen.
Wir können keine Gewähr dafür geben, dass solche Pläne, Schätzungen oder Erwartungen erreicht werden, und daher können die tatsächlichen Ergebnisse erheblich von den in solchen zukunftsgerichteten Aussagen enthaltenen Plänen, Schätzungen oder Erwartungen abweichen.
Zukunftsgerichtete Aussagen basieren auf aktuellen Erwartungen, Schätzungen, Annahmen und Prognosen und beinhalten bekannte und unbekannte Risiken und Unsicherheiten, die dazu führen können, dass die tatsächlichen Ergebnisse, Entwicklungen oder Ergebnisse wesentlich von den in solchen Aussagen ausgedrückten oder implizierten abweichen. Wichtige Faktoren, die dazu führen könnten, dass die tatsächlichen Ergebnisse, Entwicklungen oder Ergebnisse wesentlich abweichen, umfassen unter anderem: (1) Veränderungen der inländischen und ausländischen Geschäfts-, Markt-, Finanz-, politischen, regulatorischen und rechtlichen Rahmenbedingungen; (2) das Risiko, dass sich die Umstellung der Anlage verzögert, nicht innerhalb des vorgesehenen Zeitrahmens abgeschlossen wird oder zusätzliches Kapital über die derzeitigen Erwartungen hinaus erfordert; (3) das Risiko, dass XCF nicht in der Lage ist, die festgelegten annualisierten Umsatz- und EBITDA-Schwellenwerte zu erreichen, die in erheblichem Maße von der Geschäftsentwicklung, den Betriebsergebnissen, der Marktnachfrage, den Umsetzungsfähigkeiten und anderen Faktoren von XCF abhängen; (4) das Risiko, dass Southern keine Genehmigung zur Ausgabe von Anleihen im Wert von bis zu 400 Millionen US-Dollar erhält, dass sich die Ausgabe dieser Anleihen verzögert, zu ungünstigeren Konditionen erfolgt oder gar nicht stattfindet; (5) das Risiko, dass XCF die geltenden Standards der Nasdaq für die fortgesetzte Notierung nicht erfüllen oder aufrechterhalten kann, einschließlich der Wiedererlangung der Einhaltung der Mindestgebotspreis-Anforderung von 1,00 US-Dollar, was zu einer Dekotierung führen könnte, wenn die Einhaltung nicht innerhalb der geltenden Nachbesserungsfristen wiederhergestellt wird; (6) die Unfähigkeit, die in der Vereinbarung über den Unternehmenszusammenschluss vorgesehenen Abschlussbedingungen zu erfüllen oder darauf zu verzichten; (7) das Eintreten von Ereignissen, Änderungen oder anderen Umständen, die zur Kündigung der Vereinbarung über den Unternehmenszusammenschluss führen könnten oder die zu Streitigkeiten oder Rechtsstreitigkeiten hinsichtlich der Auslegung, Durchsetzbarkeit oder Erfüllung der Vereinbarung über den Unternehmenszusammenschluss führen könnten; (8) der Ausgang etwaiger Gerichtsverfahren, die gegen XCF, DEVS, Southern, EEME oder deren jeweilige verbundene Unternehmen eingeleitet werden könnten, was kostspielig und zeitaufwendig sein, die Aufmerksamkeit des Managements ablenken und die Liquidität oder die Finanzlage beeinträchtigen könnte; (9) Unsicherheiten hinsichtlich des Umfangs, des Zeitpunkts oder des Abschlusses der Due-Diligence-Prüfung durch eine der Parteien und der Zufriedenheit jeder Partei damit; (10) Unsicherheiten hinsichtlich der Bewertungen, der Kapitalstruktur, der Finanzierungsvereinbarungen, der Beteiligungsverhältnisse oder der Aufteilung der wirtschaftlichen Interessen, die in der Vereinbarung über den Unternehmenszusammenschluss vorgesehen sind, einschließlich des Risikos, dass die Parteien im Falle des Abschlusses der geplanten Transaktion ihr Ziel, ein kombiniertes Unternehmen im Wert von 3,0 Milliarden US-Dollar zu schaffen, möglicherweise nie erreichen (zum Zeitpunkt dieser Erklärung stellt diese Aussage lediglich ein Ziel dar, das die Parteien zu einem späteren Zeitpunkt erreichen wollen, und dieses Ziel wurde in der Vergangenheit nicht erreicht und wird möglicherweise auch in Zukunft nie erreicht werden); (11) Änderungen an der Struktur, dem Zeitplan oder den Bedingungen einer geplanten Transaktion, die aufgrund geltender Gesetze, Vorschriften, bilanzieller Erwägungen, Börsenanforderungen oder behördlicher Vorgaben erforderlich sein könnten oder als angemessen erachtet werden; (12) das Risiko, dass erforderliche behördliche, staatliche, börsliche oder aktionärsseitige Genehmigungen nicht eingeholt werden, sich verzögern oder Bedingungen unterliegen, die sich nachteilig auf die Parteien oder die erwarteten Vorteile einer geplanten Transaktion auswirken könnten; (13) das Risiko, dass die Bekanntgabe der Vereinbarung über den Unternehmenszusammenschluss oder die Verfolgung der geplanten Transaktionen die aktuellen Pläne, den Betrieb oder die Beziehungen von XCF, DEVS oder Southern stört; (14) das Risiko, dass die erwarteten Vorteile einer geplanten Transaktion aufgrund von Wettbewerb, Herausforderungen bei der Umsetzung, Marktbedingungen oder der Unfähigkeit, das Geschäft profitabel auszubauen und zu führen, nicht realisiert werden; (15) Kosten, Aufwendungen und Ablenkung des Managements im Zusammenhang mit potenziellen Rechtsstreitigkeiten und geplanten Transaktionen; (16) Änderungen geltender Gesetze, Vorschriften oder Durchsetzungsprioritäten, einschließlich umfangreicher Regulierungs- und Compliance-Verpflichtungen, die für die Geschäfte der Parteien gelten; und (17) sonstige wirtschaftliche, geschäftliche, wettbewerbsbezogene, betriebliche oder finanzielle Faktoren, die außerhalb der Kontrolle des Managements liegen, einschließlich derjenigen, die in den folgenden Unterlagen enthalten sind: (i) den bei der SEC eingereichten Unterlagen von XCF, einschließlich der endgültigen Vollmachtserklärung/des endgültigen Prospekts im Zusammenhang mit dem Unternehmenszusammenschluss, die am 6. Februar 2025 bei der SEC eingereicht wurden, dieser Pressemitteilung und anderer Unterlagen, die XCF bei der SEC eingereicht hat oder in Zukunft einreichen wird, sowie (ii) dem Formular 10-K von DevvStream für das am 31. Juli 2025 endende Geschäftsjahr, das am 6. November 2025 bei der SEC eingereicht wurde, sowie nachfolgenden Berichten, die bei der SEC und den kanadischen Wertpapieraufsichtsbehörden eingereicht wurden und auf dem Profil von DevvStream unter www.sedarplus.ca verfügbar sind.
Obwohl die Vereinbarung über den Unternehmenszusammenschluss für die Parteien bindend ist, verpflichtet sie die Parteien nicht, die geplante Transaktion durchzuführen. Der Abschluss der geplanten Transaktion unterliegt weiterhin der Erfüllung oder dem Verzicht auf die geltenden Abschlussbedingungen, und die Vereinbarung über den Unternehmenszusammenschluss kann gemäß ihren Bestimmungen gekündigt werden. Es kann nicht garantiert werden, dass die geplante Transaktion zu den hierin beschriebenen Bedingungen oder überhaupt vollzogen wird. Investoren werden darauf hingewiesen, sich nicht übermäßig auf diese zukunftsgerichteten Aussagen zu verlassen, die nur zum Zeitpunkt dieser Mitteilung Gültigkeit haben und keine Garantie für zukünftige Leistungen oder Ergebnisse darstellen.
Alle zukunftsgerichteten Aussagen gelten nur zum Zeitpunkt dieser Pressemitteilung. Weder DevvStream, XCF, Southern noch EEME übernehmen eine Verpflichtung, zukunftsgerichtete Aussagen zu aktualisieren, sei es aufgrund neuer Informationen oder Entwicklungen, zukünftiger Ereignisse oder aus anderen Gründen, es sei denn, dies ist gesetzlich vorgeschrieben. Weder die zukünftige Verbreitung dieser Pressemitteilung noch die fortgesetzte Verfügbarkeit dieser Pressemitteilung in archivierter Form auf der Website von DevvStream unter www.devvstream.com/investors/ oder auf der Website von XCF unter www.xcf.global/investor-relations sollte als Aktualisierung oder Bekräftigung dieser Aussagen zu einem zukünftigen Zeitpunkt angesehen werden.
Die Ausgangssprache, in der der Originaltext veröffentlicht wird, ist die offizielle und autorisierte Version. Übersetzungen werden zur besseren Verständigung mitgeliefert. Nur die Sprachversion, die im Original veröffentlicht wurde, ist rechtsgültig. Gleichen Sie deshalb Übersetzungen mit der originalen Sprachversion der Veröffentlichung ab.
Originalversion auf businesswire.com ansehen: https://www.businesswire.com/news/home/20260414591832/de/
Kontakt für Investorenbeziehungen
DevvStream: ir@devvstream.com
XCF: media@xcf.global
Southern: info@southernenergyrenew.com
Original: XCF Global, Southern Energy Renewables und DevvStream unterzeichnen endgültige Vereinbarung über den Unternehmenszusammenschluss im Rahmen der zuvor angekündigten geplanten Dreierfusion zur Schaffung einer Energieplattform der nächsten Generation
US Market News
3月前
XCF Global, Southern Energy Renewables et DevvStream signent un accord définitif de regroupement d’entreprises concernant le projet de fusion tripartite annoncé précédemment visant à créer une plateforme énergétique de nouvelle générationApril 15, 2026 7:50 PM
Business Wire
Création d’une plateforme de transition énergétique de nouvelle génération : l’opération proposée rassemble les carburants durables SAF, le méthanol vert, les produits renouvelables, la monétisation des attributs environnementaux et les infrastructures énergétiques de pointe au sein d’une plateforme unique et évolutive à l’échelle mondiale.
Intégration des marchés des carburants, des infrastructures et de l’environnement : la société issue de la fusion devrait relier la production de carburants à faible teneur en carbone aux crédits carbone et aux instruments connexes, à la commercialisation d’engagements d’achat à long terme et au développement d’infrastructures.
Soutien aux stratégies de décarbonisation des clients : en combinant des carburants à faible teneur en carbone évolutifs avec la monétisation des attributs environnementaux, la plateforme aide les compagnies aériennes et les entreprises clientes à répondre aux exigences réglementaires et de durabilité avec une plus grande flexibilité.
XCF Global, Inc. (Nasdaq : SAFX) (« XCF »), acteur clé de la décarbonisation du secteur aérien grâce aux carburants aériens durables (« SAF »), et DevvStream Corp. (NASDAQ : DEVS) (« DevvStream »), une société de premier plan spécialisée dans la gestion du carbone et la monétisation des actifs environnementaux, ont annoncé aujourd’hui la signature d’un accord définitif de regroupement d’entreprises avec Southern Energy Renewables Inc. (« Southern »), une étape importante dans l’initiative précédemment annoncée par les trois parties visant à établir une plateforme combinée de transition énergétique conçue pour développer et déployer à grande échelle des carburants aériens durables (« SAF »), du méthanol vert, des produits renouvelables et des infrastructures énergétiques à faible émission de carbone de nouvelle génération, tout en intégrant la monétisation des attributs environnementaux tout au long de la chaîne de valeur. Cette plateforme sera en mesure de rivaliser avec la Chine et le reste du monde en fournissant des carburants et d’autres produits sans subventions. La transaction reste soumise aux conditions de clôture habituelles ainsi qu’aux autres conditions, conditions de clôture et cas de résiliation (y compris le défaut de réception en temps opportun des avis d’équité applicables) énoncés dans l’accord de regroupement d’entreprises.
La société issue du regroupement est constituée dans le but de créer une plateforme d’énergie alternative multi-actifs et évolutive à l’échelle mondiale. La plateforme devrait intégrer des carburants à faible teneur en carbone, notamment les carburants durables (SAF), le méthanol, les produits renouvelables et les filières de conversion du méthanol en carburant aviation ; la monétisation des attributs environnementaux, y compris les crédits carbone et les instruments connexes ; des systèmes énergétiques avancés, notamment des petits réacteurs nucléaires modulaires (« SMR ») destinés à alimenter la production de carburant et les centres de données d’IA ; ainsi que le développement d’infrastructures associé à une commercialisation à long terme des débouchés.
Les parties estiment que la plateforme a le potentiel d’atteindre une envergure considérable et dispose d’un potentiel de croissance à long terme significatif sur les marchés de la production de carburants, des infrastructures et de l’environnement.
Structure de la transaction
La transaction sera réalisée par le biais d’une série de fusions et d’étapes de restructuration. DevvStream transférera son siège social de l’Alberta au Delaware avant la clôture. XCF acquerra 100 % de DevvStream et de Southern par le biais de filiales de fusion, et DevvStream et Southern continueront d’exister en tant que filiales en propriété exclusive de XCF. Les actionnaires existants de DevvStream et de Southern recevront des actions ordinaires de XCF.
À l’issue de la clôture, la répartition du capital de la société fusionnée devrait être d’environ 66,7 % pour les actionnaires existants de XCF, 23,3 % pour les actionnaires de Southern et 10,0 % pour les actionnaires de DevvStream.
Levée de fonds et investissements dans les infrastructures
Dans le cadre de cette transaction, XCF a investi environ 10 millions de dollars dans l’extension et la conversion de son site de New Rise Reno afin de soutenir la production de carburants durables (SAF) et la capacité de mélange. La plateforme est conçue pour soutenir la production et la commercialisation de carburants à grande échelle, y compris des contrats d’achat à long terme. Southern devrait également lever jusqu’à 400 millions de dollars par le biais d’un financement obligataire afin de soutenir l’expansion de ses infrastructures.
La société issue de la fusion vise également (et la transaction est subordonnée à la réalisation de) des jalons opérationnels clés, notamment un chiffre d’affaires annualisé lié aux carburants supérieur à 1 milliard de dollars et un BAIIDA annualisé minimum de 100 millions de dollars.
Justification stratégique
Cette fusion rassemble des capacités complémentaires tout au long de la chaîne de valeur de l’énergie et du développement durable. DevvStream apporte ses capacités en matière de développement d’actifs environnementaux, de génération de crédits carbone et de monétisation. Southern apporte la diversification des produits, le développement technologique et des produits finis propres qui rivalisent avec les produits finis traditionnels. XCF apporte un accès aux marchés des capitaux au niveau de la plateforme et une stratégie d’investissement dans les énergies alternatives. Pour les clients, cette plateforme intégrée est conçue pour élargir l’accès à des solutions de carburants à faible empreinte carbone et non fossiles, tout en offrant une plus grande flexibilité dans la manière dont les réductions d’émissions sont réalisées et vérifiées, aidant ainsi les compagnies aériennes et les entreprises à atteindre leurs objectifs réglementaires, de conformité et de décarbonisation sur divers marchés et pour différentes filières de production.
Ensemble, les parties estiment que la société issue de la fusion sera en mesure d’accélérer le déploiement d’infrastructures énergétiques renouvelables et distribuées, de développer la production et la monétisation d’actifs environnementaux, et de fournir des solutions de développement durable intégrées et finançables aux marchés mondiaux.
Commentaires de la direction
Chris Cooper, directeur général de XCF Global, ajoute : « Notre objectif est de construire l’une des plateformes d’énergie alternative les plus complètes du marché, combinant production, électricité et monétisation. Cette transaction accélère la concrétisation de cette vision. Pour les compagnies aériennes et les entreprises, cela signifie un meilleur accès à des solutions SAF évolutives, associées à des attributs environnementaux de haute intégrité qui favorisent la conformité, le reporting et les objectifs de décarbonisation à long terme sur divers marchés. »
Sunny Trinh, directeur général de DevvStream, déclare : « Cette transaction établit une plateforme dotée de l’envergure, de l’intégration et de l’ambition nécessaires pour être compétitive à l’échelle mondiale dans le cadre de la transition énergétique. Nous alignons les marchés des infrastructures, des carburants et de l’environnement au sein d’un modèle commercial unique et évolutif. »
Jay Patel, directeur général de Southern Energy Renewables, déclare : « La capacité de Southern à mettre en œuvre la prochaine génération de technologies et de projets pour fournir des produits propres sans avoir recours à des subventions gouvernementales change véritablement la donne. Ensemble, nous prévoyons d’assurer l’indépendance énergétique et de soutenir la chaîne d’approvisionnement nationale grâce à un portefeuille de produits diversifié. L’avantage majeur de cette plateforme est qu’elle nous permettra de rivaliser avec la Chine et le reste du monde ; depuis trop longtemps, la Chine a pu définir les produits de référence utilisés dans le monde entier. »
Autorisations et conditions de clôture
La transaction est soumise à l’approbation des actionnaires, à l’entrée en vigueur de la déclaration d’enregistrement auprès de la SEC sur le formulaire S-4, aux autorisations des bourses, y compris la cotation au Nasdaq, à la finalisation du financement, à la conversion de l’usine, à la réalisation d’étapes commerciales clés et à l’obtention d’avis d’équité.
À propos de XCF Global, Inc.
XCF Global, Inc. (« XCF ») (Nasdaq : SAFX) est une entreprise émergente spécialisée dans les carburants aériens durables, qui se consacre à accélérer la transition de l’industrie aéronautique vers la neutralité carbone. Notre site phare, New Rise Reno, dispose d’une capacité de production nominale autorisée de 38 millions de gallons par an, ce qui positionne XCF comme l’un des pionniers parmi les producteurs de carburants durables pour l’aviation SAF à grande échelle en Amérique du Nord. XCF s’efforce de développer un portefeuille d’opportunités d’expansion potentielles au Nevada, en Caroline du Nord et en Floride, et de nouer des partenariats dans les secteurs de l’énergie et des transports afin de déployer les SAF à l’échelle mondiale. XCF est cotée sur le Nasdaq Capital Market sous le symbole SAFX.
Pour en savoir plus, rendez-vous sur XCF.Global
À propos de DevvStream
DevvStream (Nasdaq : DEVS) est une société de gestion du carbone spécialisée dans le développement, l’investissement et la vente d’actifs environnementaux à l’échelle mondiale, notamment des crédits carbone et des certificats d’énergie renouvelable.
À propos de Southern Energy Renewables
Southern Energy Renewables Inc. est une société américaine spécialisée dans le développement de carburants, de produits chimiques et de produits propres, qui se consacre à la promotion de projets à grande échelle de conversion de la biomasse en carburants. Ces projets sont conçus pour produire des carburants durables SAF et du méthanol vert à bilan carbone négatif, grâce à un système intégré de capture et de séquestration du carbone.
Informations supplémentaires et où les trouver
Dans le cadre de l’opération de regroupement d’entreprises proposée entre XCF, DevvStream et Southern, XCF préparera et déposera les documents pertinents auprès de la Securities and Exchange Commission (la « SEC »), y compris une déclaration d’enregistrement sur le formulaire S-4 qui contiendra les déclarations de procuration préliminaires de DevvStream et XCF, constituant également un prospectus de XCF (les « Déclarations de procuration/Prospectus »). Une circulaire de sollicitation de procurations définitive devrait être envoyée par courrier aux actionnaires de DevvStream et de XCF à compter d’une date d’enregistrement qui sera fixée pour le vote sur l’opération de regroupement d’entreprises proposée et d’autres questions décrites dans les circulaires de sollicitation de procurations/prospectus. DevvStream, XCF et Southern peuvent également déposer d’autres documents auprès de la SEC et des autorités canadiennes de réglementation des valeurs mobilières concernant l’opération proposée. La présente communication ne remplace en aucun cas une circulaire de sollicitation de procurations, une déclaration d’enregistrement ou un prospectus, ni tout autre document que DevvStream et Southern (selon le cas) pourraient déposer auprès de la SEC ou des autorités canadiennes de réglementation des valeurs mobilières dans le cadre de l’opération proposée. AVANT DE PRENDRE UNE DÉCISION DE VOTE OU D’INVESTISSEMENT, LES INVESTISSEURS ET LES DÉTENTEURS DE TITRES DE DEVVSTREAM SONT INVITÉS À LIRE ATTENTIVEMENT ET DANS LEUR INTÉGRALITÉ LES DÉCLARATIONS DE PROCURATION/LE PROSPECTUS DÈS LEUR PUBLICATION, AINSI QUE TOUT AUTRE DOCUMENT PERTINENT DÉPOSÉ OU QUI SERA DÉPOSÉ PAR DEVVSTREAM OU SOUTHERN AUPRÈS DE LA SEC OU DES AUTORITÉS DE RÉGLEMENTATION DES VALEURS MOBILIÈRES CANADIENNES, AINSI QUE TOUT CHANGEMENT OU SUPPLÉMENT À CES DOCUMENTS, EN LIEN AVEC L’OPÉRATION PROPOSÉE, DÈS LEUR PUBLICATION, CAR CES DOCUMENTS CONTIENNENT OU CONTIENDRONT DES INFORMATIONS IMPORTANTES SUR L’OPÉRATION PROPOSÉE ET LES QUESTIONS CONNEXES. Les investisseurs et les détenteurs de titres de DevvStream pourront obtenir gratuitement des exemplaires de la circulaire de sollicitation de procurations/du prospectus (lorsqu’ils seront disponibles), ainsi que d’autres documents contenant des informations importantes concernant DevvStream, Southern et les autres parties à l’opération envisagée, sans frais, via le site Web de la SEC sur www.sec.gov. Des exemplaires des documents déposés auprès de la SEC par (i) XCF seront disponibles gratuitement sous l’onglet « Financials » de la page « Investors » du site Web de XCF sur https://xcf.global/investor-relations/financials/sec-filings/ ou en contactant le service des relations avec les investisseurs de XCF à l’adresse safx@xcf.global et (ii) DevvStream seront disponibles gratuitement sous l’onglet « Financials » de la page « Investor Relations » du site Web de DevvStream sur www.devvstream.com/investors/ ou en contactant le service des relations avec les investisseurs de DevvStream à l’adresse ir@devvstream.com.
Participants à la sollicitation
DevvStream, Southern, XCF, EEME et leurs administrateurs respectifs, ainsi que certains de leurs dirigeants et employés respectifs, peuvent être considérés comme des participants à la sollicitation de procurations auprès des actionnaires de DevvStream et de XCF dans le cadre de l’opération proposée. Les informations concernant les administrateurs et les dirigeants de (i) XCF figurent dans un rapport courant sur formulaire 8-K/A, déposé auprès de la SEC le 31 octobre 2025, dans son rapport annuel sur formulaire 10-K pour l’exercice clos le 31 décembre 2025, déposé auprès de la SEC le 31 mars 2026, et dans d’autres documents déposés ultérieurement auprès de la SEC et (ii) DevvStream figurent dans la circulaire de sollicitation de procurations de DevvStream pour son assemblée générale annuelle des actionnaires de 2025, déposée auprès de la SEC le 18 novembre 2025, ainsi que dans d’autres documents déposés ultérieurement auprès de la SEC. Des informations supplémentaires concernant les participants aux sollicitations de procurations et une description de leurs intérêts directs ou indirects, qu’il s’agisse de participations en titres ou autres, figureront dans la circulaire de sollicitation de procurations/le prospectus et dans d’autres documents pertinents déposés auprès de la SEC (lorsqu’ils seront disponibles). Ces documents peuvent être obtenus gratuitement auprès des sources indiquées ci-dessus.
Aucune offre ou sollicitation
Le présent communiqué de presse est publié à titre informatif uniquement et ne constitue ni n’a pour objet de constituer une offre de vente ou une sollicitation d’offre d’achat de titres, ni une sollicitation de vote ou d’approbation ; il n’y aura aucune offre, sollicitation ou vente de titres dans toute juridiction où une telle offre, sollicitation ou vente serait illégale avant l’enregistrement ou l’agrément en vertu des lois sur les valeurs mobilières de ladite juridiction. Aucune offre de titres ne sera faite, sauf au moyen d’un prospectus répondant aux exigences de la section 10 du Securities Act de 1933, tel que modifié.
Mise en garde concernant les déclarations prospectives
Le présent communiqué de presse contient des déclarations « prospectives » au sens de la section 27A du Securities Act de 1933, tel que modifié, et de la section 21E du Securities Exchange Act de 1934, tel que modifié, qui comportent des risques et des incertitudes importants, y compris des déclarations concernant les opérations envisagées dans le cadre de l’accord de regroupement d’entreprises, la structure, le calendrier et les conditions prévus de l’opération envisagée, l’achèvement prévu de la conversion de l’usine, la réalisation d’objectifs financiers et opérationnels spécifiques (notamment un chiffre d’affaires annualisé lié aux produits de carburants mélangés supérieur à 1,0 milliard de dollars et un BAIIDA annualisé minimum de 100 millions de dollars), l’émission prévue d’obligations garanties par l’État par Southern, ainsi que la valorisation que les parties visent à atteindre. Toutes les déclarations, à l’exception des déclarations de faits historiques, sont des déclarations prospectives, y compris : les déclarations concernant le calendrier, la structure et les conditions prévus de la transaction envisagée ; la capacité des parties à mener à bien la transaction envisagée compte tenu des diverses conditions de clôture ; les avantages attendus de la transaction envisagée ; les conditions juridiques, économiques et réglementaires ; et toute hypothèse sous-jacente à l’un des éléments susmentionnés. Les déclarations prospectives portent sur des circonstances et des résultats futurs ainsi que sur d’autres affirmations qui ne constituent pas des faits historiques ; elles sont parfois identifiées par des termes tels que « viser », « pouvoir », « va », « devrait », « potentiel », « avoir l’intention de », « s’attendre à », « s’efforcer de », « chercher à », « anticiper », « estimer », « surestimer », « sous-estimer », « croire », « planifier », « pourrait », « ferait », « projeter », « prédire », « continuer », « viser », « objectif », « but », « conçu », ou les formes négatives de ces mots, ou d’autres termes ou expressions similaires qui concernent les attentes, la stratégie, les priorités, les plans ou les intentions de XCF, DevvStream ou Southern. Les déclarations prospectives sont fondées sur des plans, des estimations, des attentes et des hypothèses actuels qui sont soumis à des risques, des incertitudes et des hypothèses. Si un ou plusieurs de ces risques ou incertitudes devaient se concrétiser, ou si les hypothèses sous-jacentes s’avéraient incorrectes, les résultats réels pourraient différer sensiblement de ceux exprimés ou sous-entendus dans ces déclarations prospectives.
Nous ne pouvons donner aucune garantie quant à la réalisation de ces plans, estimations ou attentes, et par conséquent, les résultats réels peuvent différer sensiblement de tout plan, estimation ou attente contenus dans ces déclarations prospectives.
Les déclarations prospectives sont fondées sur les attentes, estimations, hypothèses et projections actuelles et comportent des risques et incertitudes connus et inconnus susceptibles d’entraîner une différence significative entre les résultats, développements ou issues réels et ceux exprimés ou sous-entendus dans ces déclarations. Les facteurs importants susceptibles d’entraîner une différence significative entre les résultats, développements ou issues réels comprennent, entre autres : (1) les changements dans les conditions commerciales, de marché, financières, politiques, réglementaires et juridiques, tant au niveau national qu’international ; (2) le risque que la conversion de l’usine soit retardée, ne soit pas achevée dans les délais prévus ou nécessite des capitaux supplémentaires dépassant les prévisions actuelles ; (3) le risque que XCF ne parvienne pas à atteindre les seuils annualisés fixés en matière de chiffre d’affaires et de BAIIDA, qui dépendent en grande partie des performances commerciales de XCF, de ses résultats d’exploitation, de la demande du marché, de ses capacités d’exécution et d’autres facteurs ; (4) le risque que Southern n’obtienne pas l’autorisation d’émettre jusqu’à 400 millions de dollars d’obligations, que ces obligations soient retardées, émises à des conditions moins favorables ou ne soient pas émises du tout ; (5) le risque que XCF ne soit pas en mesure d’obtenir ou de maintenir la conformité aux normes de cotation continue applicables du Nasdaq, y compris le rétablissement de la conformité à l’exigence d’un cours acheteur minimum de 1,00 dollar, ce qui pourrait entraîner une radiation de la cote si la conformité n’est pas rétablie dans les délais de régularisation applicables ; (6) l’incapacité de satisfaire aux conditions de clôture prévues par l’accord de regroupement d’entreprises ou d’y renoncer ; (7) la survenance d’événements, de changements ou d’autres circonstances susceptibles d’entraîner la résiliation de l’accord de regroupement d’entreprises, ou pouvant donner lieu à des litiges ou à des procédures judiciaires concernant l’interprétation, l’applicabilité ou l’exécution de l’accord de regroupement d’entreprises ; (8) l’issue de toute procédure judiciaire qui pourrait être engagée à l’encontre de XCF, DEVS, Southern, EEME ou de leurs filiales respectives, ce qui pourrait s’avérer coûteux, prendre beaucoup de temps, détourner l’attention de la direction et avoir un effet défavorable sur la liquidité ou la situation financière ; (9) l’incertitude quant à la portée, au calendrier ou à l’achèvement de la due diligence par l’une des parties et à la satisfaction de chacune des parties à cet égard ; (10) l’incertitude concernant les évaluations, la structure du capital, les modalités de financement, la participation au capital ou la répartition des intérêts économiques envisagés par l’accord de regroupement d’entreprises, y compris le risque que, dans l’hypothèse où la transaction proposée serait conclue, les parties ne parviennent jamais à atteindre leur objectif de créer une entreprise combinée d’une valeur de 3,0 milliards de dollars (à la date des présentes, cette déclaration ne représente qu’un objectif que les parties ont l’intention d’atteindre à une date future et cet objectif n’a pas été atteint dans le passé et pourrait ne jamais l’être à l’avenir) ; (11) les modifications de la structure, du calendrier ou des conditions de toute opération envisagée qui pourraient être requises ou jugées appropriées en raison des lois, réglementations, considérations comptables, exigences boursières ou directives réglementaires applicables ; (12) le risque que les autorisations réglementaires, gouvernementales, boursières ou des actionnaires requises ne soient pas obtenues, soient retardées ou soient soumises à des conditions susceptibles de nuire aux parties ou aux avantages escomptés de toute opération envisagée ; (13) le risque que l’annonce de l’accord de regroupement d’entreprises ou la poursuite des opérations envisagées perturbe les plans, les activités ou les relations actuels de XCF, DEVS ou Southern ; (14) le risque que les avantages escomptés de toute opération envisagée ne se concrétisent pas en raison de la concurrence, de difficultés d’exécution, des conditions du marché ou de l’incapacité à développer et à gérer les activités de manière rentable ; (15) les coûts, les dépenses et la distraction de la direction liés aux litiges potentiels et à toute transaction envisagée ; (16) les modifications des lois, réglementations ou priorités d’application applicables, y compris les obligations réglementaires et de conformité étendues applicables aux activités des parties ; et (17) d’autres facteurs économiques, commerciaux, concurrentiels, opérationnels ou financiers échappant au contrôle de la direction, y compris ceux énoncés dans (i) les documents déposés par XCF auprès de la SEC, y compris la circulaire de sollicitation de procurations/le prospectus final relatif au regroupement d’entreprises déposé auprès de la SEC le 6 février 2025, le présent communiqué de presse et les autres documents que XCF a déposés ou déposera à l’avenir auprès de la SEC, et (ii) le formulaire 10-K de DevvStream pour l’exercice clos le 31 juillet 2025, déposé auprès de la SEC le 6 novembre 2025, et les rapports ultérieurs déposés auprès de la SEC et des autorités canadiennes de réglementation des valeurs mobilières, disponibles sur le profil de DevvStream à l’adresse www.sedarplus.ca.
Bien que l’accord de regroupement d’entreprises lie les parties, il ne les oblige pas à mener à bien l’opération envisagée. La réalisation de l’opération envisagée reste subordonnée au respect ou à la renonciation aux conditions de clôture applicables, et l’accord de regroupement d’entreprises peut être résilié conformément à ses termes. Rien ne garantit que l’opération envisagée sera menée à bien selon les modalités décrites dans le présent document, ni même qu’elle le sera. Les investisseurs sont priés de ne pas se fier indûment à ces déclarations prospectives, qui ne sont valables qu’à la date du présent communiqué et ne constituent en aucun cas des garanties de performances ou de résultats futurs.
Toute déclaration prospective n’est valable qu’à la date du présent communiqué de presse. Ni DevvStream, ni XCF, ni Southern, ni EEME ne s’engagent à mettre à jour les déclarations prospectives, que ce soit à la suite de nouvelles informations ou de développements, d’événements futurs ou pour toute autre raison, sauf si la loi l’exige. Ni la diffusion future du présent communiqué de presse ni la disponibilité continue de celui-ci sous forme d’archive sur le site Web de DevvStream à l’adresse www.devvstream.com/investors/ ou sur le site Web de XCF à l’adresse www.xcf.global/investor-relations ne doivent être considérées comme constituant une mise à jour ou une réaffirmation de ces déclarations à une date ultérieure.
Le texte du communiqué issu d’une traduction ne doit d’aucune manière être considéré comme officiel. La seule version du communiqué qui fasse foi est celle du communiqué dans sa langue d’origine. La traduction devra toujours être confrontée au texte source, qui fera jurisprudence.
Consultez la version source sur businesswire.com : https://www.businesswire.com/news/home/20260414162974/fr/
Contact relations investisseurs
DevvStream : ir@devvstream.com
XCF : media@xcf.global
Southern : info@southernenergyrenew.com
Original: XCF Global, Southern Energy Renewables et DevvStream signent un accord définitif de regroupement d’entreprises concernant le projet de fusion tripartite annoncé précédemment visant à créer une plateforme énergétique de nouvelle génération
US Market News
3月前
XCF Global, Southern Energy Renewables and DevvStream Sign Definitive Business Combination Agreement with Respect to Previously Announced Proposed Three-Party Merger to Create Next-Generation Energy PlatformApril 14, 2026 5:57 AM
ACCESS NewswireCreation of a next-generation energy transition platform: The proposed transaction brings together SAF, green methanol, renewable products, environmental attribute monetization, and advanced energy infrastructure into a single, globally scalable platform.Integrated fuels, infrastructure, and environmental markets: The combined company is expected to link low-carbon fuel production with carbon credits and related instruments, long-term offtake commercialization, and infrastructure development.Supports customer decarbonization strategies: By combining scalable low-carbon fuels with environmental attribute monetization, the platform helps airlines and corporate customers address regulatory and sustainability requirements with greater flexibility. HOUSTON, TX / ACCESS Newswire / April 14, 2026 / XCF Global, Inc. (NASDAQ:SAFX) ("XCF"), a key player in decarbonizing the aviation industry through sustainable aviation fuel ("SAF"), and DevvStream Corp. (NASDAQ:DEVS) ("DevvStream"), a leading carbon management and environmental-asset monetization firm, today announced the execution of a definitive Business Combination Agreement with Southern Energy Renewables Inc. ("Southern"), an important 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 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 Business Combination Agreement.The combined company is being formed with the objective of building a multi-asset, globally scalable alternative energy platform. 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 AI data centers; and infrastructure development together with long-term offtake commercialization.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.Transaction StructureThe 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% 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% for existing XCF shareholders, 23.3% for Southern shareholders, and 10.0% for DevvStream shareholders.Capital Formation and Infrastructure InvestmentAs 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, minimum annualized EBITDA of $100 million.Strategic RationaleThe combination 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, non-fossil-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.Together, 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.Leadership CommentaryChris Cooper, Chief Executive Officer of XCF Global, added, "Our goal is to build one of the most comprehensive alternative energy platforms in the market, combining production, power, and monetization. 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."Sunny Trinh, Chief Executive Officer of DevvStream, commented, "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."Jay Patel, Chief Executive Officer of Southern Energy Renewables, commented, "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 products used worldwide."Approvals and Closing ConditionsThe transaction is subject to shareholder approvals, SEC registration statement effectiveness on Form S-4, stock exchange approvals including Nasdaq listing, completion of financing, plant conversion and commercial milestones and fairness opinions.About XCF Global, Inc.XCF Global, Inc. ("XCF") (NASDAQ:SAFX) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.To learn more go to XCF.GlobalAbout DevvStreamDevvStream (NASDAQ:DEVS) is a carbon management company focused on the development, investment, and sale of environmental assets worldwide, including carbon credits and renewable energy certificates.About Southern Energy RenewablesSouthern Energy Renewables Inc. is a U.S.-based clean fuels, chemicals and products developer focused on advancing large-scale biomass-to-fuels projects. These projects are designed to produce carbon-negative SAF and green methanol, supported by integrated carbon capture and sequestration.Additional Information and Where to Find ItIn connection with the proposed business combination transaction among XCF, DevvStream and Southern, XCF will prepare and file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 that will contain preliminary proxy statements of DevvStream and XCF that also constitutes a prospectus of XCF (the "Proxy Statements/Prospectus"). A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream, XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. DevvStream's investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab "Financials" on the "Investors" page of the XCF's website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the XCF's Investor Relations Department at safx@xcf.global and (ii) DevvStream will be available free of charge under the tab "Financials" on the "Investor Relations" page of DevvStream's website at www.devvstream.com/investors/ or by contacting DevvStream's Investor Relations Department at ir@devvstream.com.Participants in the SolicitationDevvStream, Southern, XCF, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from DevvStream's and XCF's stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) DevvStream is contained in DevvStream's proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025 and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.No Offer or SolicitationThis press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Cautionary Note Regarding Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements regarding the proposed transactions contemplated by the business combination agreement, the anticipated structure, timing and conditions of the proposed transaction, the anticipated completion of the plant conversion, the achievement of specified financial and operational milestones (including annualized blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported bonds by Southern, the valuation the parties are aiming to achieve. All statements, other than statements of historical facts, are forward-looking statements, including: statements regarding the expected timing, structure and terms of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," "objective," "goal," "designed," or the negatives of these words or other similar terms or expressions that concern XCF's, DevvStream's, or Southern's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that XCF is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on XCF's business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all; (5) the risk that XCF is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods; (6) the inability to satisfy or waive the closing conditions contemplated by the business combination agreement; (7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the business combination agreement; (8) the outcome of any legal proceedings that may be instituted against XCF, DEVS, Southern, EEME or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition; (9) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party's satisfaction therewith; (10) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated by the business combination agreement, including the risk that, in the event the proposed transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved); (11) changes to the structure, timing or terms of any proposed transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance; (12) the risk that required regulatory, governmental, stock exchange or shareholder approvals are not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (13) the risk that the announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations or relationships of XCF, DEVS or Southern; (14) the risk that anticipated benefits of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably; (15) costs, expenses and management distraction associated with the potential litigation and any contemplated transactions; (16) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the parties' businesses; and (17) other economic, business, competitive, operational or financial factors beyond management's control, including those set forth in (i) XCF's filings with the SEC, including the final proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings XCF made or will make with the SEC in the future and (ii) DevvStream's Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream's profile at www.sedarplus.ca.Although the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.Any forward-looking statements speak only as of the date of this press release. Neither DevvStream, XCF, Southern or EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on DevvStream's website at www.devvstream.com/investors/ or XCF's website at xcf.global should be deemed to constitute an update or re-affirmation of these statements as of any future date.Investor Relations Contact
DevvStream: ir@devvstream.com
XCF: media@xcf.global
Southern: info@southernenergyrenew.comSOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: XCF Global, Southern Energy Renewables and DevvStream Sign Definitive Business Combination Agreement with Respect to Previously Announced Proposed Three-Party Merger to Create Next-Generation Energy Platform
US Market News
3月前
As Global Energy Markets Continue to Face Volatility, Domestic SAF Highlights a Structurally Distinct and More Resilient Supply ChainApril 13, 2026 11:45 AM
ACCESS NewswireJet fuel prices have nearly doubled in weeks as global supply routes tighten, exposing vulnerabilities in crude-based aviation fuel.Ongoing instability in global oil markets continues to underscore risks associated with petroleum-derived aviation fuelDomestic waste-based SAF uses feedstocks that are not directly linked to global petroleum supply routes and crude oil extractionDomestic SAF production contributes to fuel supply resilience while also supporting aviation decarbonization HOUSTON, TX / ACCESS Newswire / April 13, 2026 / XCF Global, Inc ("XCF) (Nasdaq:SAFX), a leading U.S. based producer of sustainable aviation fuel focused on supporting the decarbonization of the aviation sector, today highlighted how domestically produced, waste-based sustainable aviation fuel (SAF) offers a fundamentally more resilient alternative to petroleum-derived jet fuel.Recent disruptions to global crude oil supply routes, including ongoing constraints affecting the Strait of Hormuz, have driven sharp increases in jet fuel prices and renewed concerns about fuel availability for airlines worldwide. According to CNBC reporting and industry pricing data, U.S. jet fuel prices have nearly doubled in recent weeks, rising from approximately $2.50 per gallon in late February to nearly $4.90 per gallon by early April, reflecting one of the most rapid fuel price increases in recent years. At the same time, limited tanker traffic through the Strait of Hormuz has significantly constrained physical flow of crude oil and refined products. These events are once again exposing the structural vulnerability of aviation fuel supply chains that depend on geopolitically exposed crude oil markets.In contrast, waste-based SAF produced in the United States relies on domestically sourced feedstocks such as used cooking oil and other waste materials that are not tied to crude oil extraction, refining, or international shipping routes. At the feedstock level, these inputs are largely insulated from the supply shocks and geopolitical risks currently affecting global petroleum markets."When jet fuel prices can nearly double in a matter of weeks, it exposes just how fragile crude-based aviation fuel supply chains remain," said Chris Cooper, Chief Executive Officer of XCF Global. "Waste-based SAF starts with domestic materials, domestic infrastructure, and domestic labor. That structural difference matters, not only for decarbonization, but for fuel security and reliability when global energy systems are under stress.XCF Global's perspective builds on the company's March statement addressing the initial impacts of Middle East-related disruptions on aviation fuel markets. Since then, volatility has continued, with airlines confronting continued uncertainty around fuel pricing and availability.While SAF prices can reflect broader market dynamics, the underlying supply chain for waste-based SAF remains structurally distinct from petroleum jet fuel. Crude oil disruptions affect conventional jet fuel immediately and directly, while waste-based SAF is not exposed to the same upstream risks, providing a meaningful layer of supply-chain resilience.XCF Global is an emerging U.S. sustainable aviation fuel producer, with a permitted nameplate capacity of 38 million gallons per year of neat SAF at its New Rise Renewables facility in Reno, Nevada, potentially capable of supporting up to 100 million gallons of blended SAF depending on blend ratios. The facility is currently undergoing a planned turnaround as part of ongoing equipment upgrades designed to enhance long-term reliability and performance."This moment is not just a reminder of why SAF matters for emissions reduction," Cooper added. "It is also a reminder that energy security starts at the origin of the fuel. We believe domestic SAF production represents a near-term opportunity to reduce both carbon intensity and geopolitical exposure for the aviation industry."As global energy markets navigate continued instability, XCF Global remains focused on strengthening domestic SAF infrastructure and advancing a fuel supply model that supports resilient aviation operations while contributing to long-term decarbonization goals.About XCF Global, Inc.XCF Global, Inc. ("XCF") is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the Ticker, SAFX.To learn more, visit XCF.GlobalContactsXCF Global: Corporate Commsmedia@xcf.globalCautionary Note Regarding Forward-Looking StatementsThis Press Release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding XCF Global's expectations with respect to future performance and anticipated financial impacts of the recently completed business combination with Focus Impact BH3 Acquisition Company (the "Business Combination"), estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global's expenses, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to XCF Global's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to regain compliance with Nasdaq's continued listing standards and thereafter continue to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (11) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) XCF Global's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated with operating as a public company; and (23) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global's filings with the Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.SOURCE: XCF Global, Inc.View the original press release on ACCESS NewswireOriginal: As Global Energy Markets Continue to Face Volatility, Domestic SAF Highlights a Structurally Distinct and More Resilient Supply Chain
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