XCF Global, Southern Energy Renewables and DevvStream Sign Term Sheet for Three-Way Merger
XCF Global, Inc. (“XCF”) (Nasdaq: SAFX), a company focused on decarbonizing the aviation sector through the production of sustainable aviation fuel (“SAF”), and DevvStream Corp. (Nasdaq: DEVS), a specialist in carbon management and environmental-asset monetization, have announced that they have entered into a binding term sheet to pursue a three-party merger with Southern Energy Renewables Inc. (“Southern”). Together, the three companies believe the proposed transaction could create a differentiated, vertically integrated low-carbon fuels platform capable of scaling SAF production while embedding environmental attributes directly into the fuel value chain.
The binding term sheet establishes a formal framework under which the parties will work toward negotiating a definitive merger agreement. While the transaction remains subject to customary conditions, including board approvals and the successful completion of definitive documentation, the companies view the agreement as a significant step toward aligning their complementary capabilities. If consummated, the merger would combine XCF’s SAF production infrastructure and commercialization expertise, Southern’s focus on sustainable biomass feedstocks and renewable fuel pathways, and DevvStream’s capabilities in environmental-asset generation and monetization.
According to the parties, the strategic rationale for the proposed merger is rooted in the accelerating global push to decarbonize aviation and other hard-to-abate sectors. Airlines, cargo operators, and governments are increasingly seeking reliable, scalable supplies of SAF to meet emissions-reduction targets, comply with emerging regulations, and respond to growing customer demand for lower-carbon travel. However, the SAF market continues to face challenges related to production scale, feedstock availability, project economics, and the integration of environmental credits and attributes. The combined entity is intended to address these challenges through a more integrated and disciplined platform.
At the core of the proposed transaction is the ambition to build a low-carbon fuels platform designed to accelerate SAF deployment across multiple pathways. These include hydroprocessed esters and fatty acids (HEFA), e-methanol, and e-methanol-to-jet fuel routes, which together offer a diversified approach to SAF production. By leveraging Southern’s expertise in biomass feedstocks and renewable energy inputs, alongside XCF’s refining and production assets, the parties aim to expand domestic SAF production capacity in the United States while laying the groundwork for growth in emerging markets.
A key differentiator of the proposed combined platform is the integration of environmental-attribute monetization into a unified customer offering. DevvStream’s experience in generating, managing, and monetizing environmental assets—such as carbon credits and other sustainability-linked attributes—is expected to play a central role in enhancing project economics and providing greater transparency and confidence to customers. By embedding these attributes directly into the fuel value chain, the combined company believes it can create more resilient revenue streams and support long-term commercial viability.
As part of their ongoing evaluation and negotiation of a definitive agreement, the parties also plan to explore advanced energy integrations that could further differentiate the platform. These include potential opportunities to pair small modular reactor (“SMR”) nuclear power with electro-sustainable aviation fuel (“eSAF”) production, as well as supplying power to artificial intelligence data centers. Such integrations could provide reliable, low-carbon electricity to energy-intensive processes, while also enabling the creation of associated environmental attributes that can be monetized or used to support customer decarbonization goals.
The binding term sheet also includes provisions to support XCF’s near-term operational priorities. An investor has agreed to purchase shares of XCF to provide funding for immediate operational needs and, critically, to complete targeted upgrades and modifications at XCF’s New Rise Reno refinery. This facility is a cornerstone of XCF’s SAF strategy, and the incremental funding is intended to accelerate its transition into sustained commercial production.
Specifically, the funds are expected to be used to complete required mechanical, electrical, and process upgrades at the refinery; procure catalysts, utilities, and supporting infrastructure; finalize commissioning and reliability improvements; and conduct certain shareholder-relations activities related to the facility’s updates and modifications. The ultimate objective is to bring the New Rise Reno facility into stable, long-term operation and support a meaningful ramp-up in SAF output, positioning XCF as a significant domestic supplier of low-carbon aviation fuel.
Chris Cooper, Chief Executive Officer of XCF, described the binding term sheet as an important milestone in the company’s growth strategy. He noted that formalizing a proposed structure with DevvStream and Southern represents what XCF believes could be a highly accretive opportunity. According to Cooper, the combination has the potential to further validate the value XCF brings to the SAF industry, enhance shareholder value, and expand the availability of alternative clean fuel solutions. If completed, he said, the merger could solidify XCF’s footprint in North America and position the company as a leading SAF producer.
From DevvStream’s perspective, the proposed merger reflects a broader shift in the SAF market toward integrated, execution-focused platforms. Sunny Trinh, Chief Executive Officer of DevvStream, emphasized that the next phase of SAF adoption is likely to favor U.S.-based operators that can move quickly, scale efficiently, and integrate environmental attributes directly into fuel offerings. He highlighted the complementary strengths of the three companies—XCF’s speed to market and production scale, Southern’s biomass-centric approach, and DevvStream’s environmental-asset expertise—as a foundation for building a globally competitive low-carbon fuels platform grounded in real operational delivery.
Jay Patel, Chief Executive Officer of Southern Energy Renewables, echoed this view, underscoring Southern’s focus on sustainable biomass feedstocks and scalable fuel pathways. Patel noted that combining Southern’s feedstock strategy with XCF’s production footprint and commercialization capabilities could unlock meaningful synergies. Subject to the completion of definitive agreements and required approvals, he said, the collaboration could result in a U.S.-based platform capable of competing effectively on a global stage.
While the binding term sheet does not guarantee that a definitive merger agreement will be reached, it signals a strong alignment of interests among the three parties. Each company brings distinct assets and expertise to the table, and the proposed transaction reflects a shared belief that greater integration across production, feedstocks, and environmental-asset management is essential to scaling SAF and other low-carbon fuels.
As the aviation industry continues to navigate the path toward net-zero emissions, initiatives like this proposed three-party merger highlight the increasing importance of collaboration, innovation, and disciplined execution. If successfully completed, the combination of XCF Global, Southern Energy Renewables, and DevvStream could represent a meaningful step forward in the development of a robust, competitive, and scalable low-carbon fuels ecosystem.
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