XCF Global Inc, DevvStream Corp and Southern Energy Renewables Inc have revised the terms of their proposed business combination, increasing the expected ownership of existing XCF shareholders while reducing Southern Energy shareholders’ stake and introducing new funding commitments for the sustainable aviation fuel platform, Renewables Now reported.
Under the revised agreement, existing XCF shareholders are expected to hold approximately 69.57% of the combined company, compared with 66.7% under the agreement signed in April. Former DevvStream shareholders are expected to own around 10.43%, up from 10%, while Southern Energy shareholders will hold approximately 20%, down from 23.3%.
The amended agreement also includes additional funding commitments. Existing XCF shareholder GL PART SPV I has agreed to invest USD 1 million in XCF through warrants exercisable at USD 2.50 per share.
GL PART SPV I and special-purpose investment vehicle EEME Energy SPV I LLC have further agreed to provide, or arrange, at least USD 4.3 million in additional capital for XCF within three months following the closing of the transaction. The investors will also use commercially reasonable efforts to provide at least another USD 50 million during the subsequent 12 months.
Several closing conditions have also been removed or amended under the revised agreement. These include the previously stipulated revenue and EBITDA thresholds for XCF and the requirement for a Nasdaq Sweden listing, although applicable Nasdaq approval requirements will continue to apply.
Under the original agreement, completion of the transaction was conditional on the combined company achieving annualised fuel-related revenue of more than USD 1 billion and minimum annualised EBITDA of USD 100 million.
XCF Global, DevvStream and Southern Energy Renewables first signed a non-binding tripartite memorandum of understanding in December 2025 to jointly explore the potential development of a SAF platform. This was followed by a binding term sheet in January, with the definitive business combination agreement announced in April.
If completed, the transaction will establish a larger low-carbon fuels platform. DevvStream and Southern Energy will become wholly owned subsidiaries of XCF Global, which will continue as the publicly traded parent company.
XCF is engaged in the production of renewable diesel and SAF. Its flagship New Rise Renewables Reno facility has a permitted nameplate production capacity of approximately 38 million gallons per year.
DevvStream is a carbon management company involved in the development, investment and sale of environmental assets globally, including carbon credits and renewable energy certificates.
Southern Energy Renewables is a clean fuels, chemicals and products developer focused on advancing large-scale biomass-to-fuels projects.
