Energy

XCF Global Completes All-Stock Combination With Southern Energy Renewables and DevvStream

XCF Global said Southern Energy Renewables and DevvStream are now wholly owned subsidiaries following the completed all-stock combination announced on October 16, 2026.

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XCF Global Inc. (NASDAQ:SAFX) has completed its previously announced all-stock business combination with Southern Energy Renewables Inc. and DevvStream Corp. Southern and DevvStream are now wholly owned subsidiaries of XCF, which remains the publicly traded parent company.

The transaction was announced as completed on October 16, 2026. Former Southern equity holders now own approximately 20.0% of XCF's outstanding common stock, while former DevvStream equity holders hold approximately 10.43%.

#Board changes and combined operations

Chad Langley, John Wharton and Carl Stanton joined XCF's board of directors as part of the closing. Carter McCain left the board.

XCF said the enlarged business combines renewable fuel production, biomass conversion and the management of environmental assets. Southern adds a future gasification pathway to XCF's HEFA-based New Rise Renewables technology, which uses domestic agricultural waste feedstocks.

DevvStream contributes capabilities related to carbon credits, renewable fuel incentives and other environmental attributes. XCF said these activities are connected to revenue associated with its products.

#Fuels and intended markets

The combined platform covers renewable diesel, sustainable aviation fuel, renewable methanol and environmental-asset pathways. XCF said these activities are intended to serve aviation, marine, industrial and other hard-to-abate sectors, with existing infrastructure used where possible.

The company described an operating model based on sourcing waste and biomass feedstocks regionally and locating fuel production near end markets. XCF linked the combination to domestic energy security, reduced carbon emissions, local jobs and additional uses for agricultural waste products.

#2027 outlook and 2030 targets

XCF updated its 2027 financial outlook after the transaction's completion. The company gave figures of gross product sales of $650 to 700 million, net revenue of $120- 130 million and EBITDA of $70-75 million.

XCF said its combined target for 2030 annual gross product sales is more than $1.4 billion, with net revenue of more than $400 million and EBITDA of more than $300m. The company characterises these figures as targets rather than projections and says they are forward-looking statements subject to risks, uncertainties and assumptions.

XCF also states that its forward-looking financial and performance information is not a guarantee, assurance, prediction or definitive statement of fact or probability. Actual results could differ materially from those statements.

#Non-GAAP measures and company capacity

XCF defines gross product sales as management's estimate of the value of finished renewable fuel sold in end-customer markets. The calculation uses gallons sold and the average observed or derived end-customer price for each product, including government incentives, feedstock, processing and logistics.

The company identifies gross product sales and EBITDA as non-GAAP measures. It says they should not be treated as substitutes for revenue, net income or loss, or other measures prepared under U.S. GAAP. XCF also cautions that its definitions may not be comparable with similarly named measures used by other companies.

XCF describes itself as a U.S.-based producer of renewable diesel and sustainable aviation fuel. Its New Rise Renewables Reno facility has permitted nameplate capacity of 38 - 40 million gallons per year. XCF shares trade on the Nasdaq Capital Market under the symbol SAFX.

#Risks identified by XCF

XCF identified risks involving the integration of Southern and DevvStream, financing for operations and the business plan, and fees, expenses and other costs connected with the combination. It also cited the possibility of disruption to its plans and operations and uncertainty over whether it will realise the expected benefits of the transaction.

Other risks include maintaining compliance with Nasdaq's continued listing standards; production at the New Rise Reno facility; the planned transition toward sustainable aviation fuel; and the facility's ongoing disputes concerning its ground lease and outstanding loans. XCF also identified risks involving offtake arrangements, regulation, government support and changes in economic, business, market, financial, political and legal conditions.

The release further cites competition, managing growth profitably, customer and supplier relationships, retaining management and key employees, intellectual property, expenses, interest rates and inflationary pressures. It notes that letters of intent and memoranda of understanding may not progress to definitive agreements or commercial deployment, and that additional risks may arise. XCF said these factors, among others, could cause actual results to differ materially from its forward-looking statements.

#Key Takeaways

  • XCF Global completed its all-stock combination with Southern Energy Renewables and DevvStream on October 16, 2026.
  • Southern and DevvStream became wholly owned subsidiaries, while former equity holders received approximately 20.0% and 10.43% of XCF's outstanding common stock, respectively.
  • The combined business brings together renewable fuel production, biomass conversion and environmental-asset management.
  • XCF's updated 2027 outlook includes gross product sales of $650 to 700 million, net revenue of $120- 130 million and EBITDA of $70-75 million.
  • The company says its 2030 financial targets are forward-looking and subject to risks, uncertainties and assumptions.

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