XCF Global, Southern Energy Renewables, and DevvStream Unite to Build a Scalable Next-Generation Energy Transition Platform
XCF Global, Inc. (Nasdaq: SAFX) (“XCF”), a company focused on advancing aviation decarbonization through sustainable aviation fuel (SAF), has entered into a definitive Business Combination Agreement with DevvStream Corp. (NASDAQ: DEVS), a recognized provider of carbon management and environmental asset monetization solutions, and Southern Energy Renewables Inc. (“Southern”). This agreement marks a significant milestone in the three companies’ previously announced plan to establish an integrated, large-scale energy transition platform.
The proposed combination reflects a strategic alignment among three organizations with complementary strengths across low-carbon fuels, environmental markets, and clean energy infrastructure. Together, the companies aim to create a globally competitive platform capable of developing and scaling sustainable aviation fuel, green methanol, renewable fuels, and next-generation energy systems. A key differentiator of the platform is its ability to integrate environmental attribute monetization—such as carbon credits and related instruments—directly into the energy production and distribution value chain.
At its core, the initiative is designed to build a commercially viable alternative energy ecosystem that can compete internationally without relying heavily on government subsidies. The companies believe this integrated approach will enable them to deliver cost-effective, low-carbon energy solutions while maintaining flexibility across markets and regulatory environments. The transaction remains subject to customary closing conditions, including shareholder approvals, regulatory clearances, and other requirements outlined in the Business Combination Agreement.
Building a Multi-Asset Energy Platform
The combined entity will focus on developing a diversified portfolio of assets spanning low-carbon fuel production, infrastructure, and environmental markets. The platform is expected to incorporate a wide range of energy solutions, including sustainable aviation fuel, methanol, renewable fuel products, and advanced conversion pathways such as methanol-to-jet fuel technologies.
In addition to fuel production, the platform will emphasize environmental asset creation and monetization. This includes generating carbon credits and other environmental instruments that can be traded or used to meet compliance obligations. By embedding these capabilities into the core business model, the company aims to unlock additional revenue streams while supporting customers’ decarbonization strategies.
Another key component of the platform is the integration of advanced energy systems. This includes exploring the use of small modular nuclear reactors (SMRs) to provide reliable, low-carbon power for fuel production facilities and energy-intensive applications such as artificial intelligence data centers. The inclusion of such technologies highlights the company’s ambition to address not only fuel supply but also the broader energy infrastructure required for a low-carbon future.
The companies believe that this multi-asset approach will enable them to achieve significant scale over time, positioning the combined entity as a major player in the global energy transition.
Transaction Structure and Ownership
The transaction will be carried out through a series of mergers and corporate restructuring steps. As part of the process, DevvStream will transition its corporate domicile from Alberta, Canada, to Delaware in the United States. XCF will then acquire 100% of both DevvStream and Southern through merger subsidiaries, with each company continuing to operate as a wholly owned subsidiary of XCF.
Upon completion of the transaction, existing shareholders of DevvStream and Southern will receive shares of XCF common stock. The ownership structure of the combined company is expected to reflect the relative contributions of each party. XCF shareholders are projected to hold approximately 66.7% of the company, while Southern shareholders will own around 23.3%, and DevvStream shareholders will hold approximately 10.0%.
This ownership distribution underscores XCF’s role as the central platform while incorporating the capabilities and assets of DevvStream and Southern into a unified corporate structure.
Capital Investment and Infrastructure Expansion
As part of its growth strategy, XCF has already begun investing in infrastructure to support the platform’s objectives. Approximately $10 million has been allocated to the development and conversion of its New Rise Reno facility, which will play a key role in sustainable aviation fuel production and blending operations.
The platform is designed to support large-scale commercialization of low-carbon fuels, including the establishment of long-term offtake agreements with customers. These agreements are expected to provide revenue stability and facilitate project financing.
Southern Energy Renewables is also anticipated to play a significant role in expanding infrastructure capacity. The company is exploring the possibility of raising up to $400 million through bond financing to fund additional projects and accelerate deployment.
In addition to infrastructure investments, the combined company has set ambitious performance targets. These include achieving annualized fuel-related revenues exceeding $1 billion and reaching a minimum annualized EBITDA of $100 million. Meeting these milestones will be critical to demonstrating the platform’s scalability and financial viability.
Strategic Rationale and Market Opportunity
The rationale behind the transaction lies in the complementary strengths of the three companies. DevvStream brings expertise in environmental asset development, including the creation and monetization of carbon credits. This capability is increasingly important as companies and governments seek market-based mechanisms to achieve emissions reductions.
Southern contributes technological innovation and a diversified portfolio of clean energy products. Its focus on developing cost-competitive alternatives to traditional fuels aligns with the platform’s goal of reducing reliance on subsidies while maintaining global competitiveness.
XCF, as the central entity, provides access to capital markets and a strategic framework for building a large-scale alternative energy platform. Its focus on sustainable aviation fuel addresses one of the most challenging sectors to decarbonize—aviation—where demand for low-carbon solutions is rapidly growing.
For customers, the integrated platform offers a comprehensive solution that combines fuel supply, emissions reduction, and compliance support. Airlines, in particular, stand to benefit from increased access to sustainable aviation fuel, along with verified environmental attributes that can be used for reporting and regulatory compliance. Corporate customers across other industries can also leverage the platform to meet their sustainability goals.
By bringing together these capabilities, the combined company aims to accelerate the deployment of renewable and distributed energy infrastructure while expanding the market for environmental assets. The result is a business model that not only generates revenue from fuel production but also captures value from emissions reductions and sustainability initiatives.
Leadership Perspectives
Leadership from all three companies has emphasized the transformative potential of the transaction. Executives highlight the opportunity to create a comprehensive energy platform that integrates production, power generation, and environmental monetization into a single, scalable system.
They also point to the platform’s potential to enhance energy independence and strengthen domestic supply chains. By producing low-carbon fuels and products locally, the company aims to reduce reliance on imports and improve resilience in the face of global market fluctuations.
Another key theme is global competitiveness. The companies believe that by combining advanced technologies, diversified products, and integrated business models, they can compete effectively with international players, including those in markets where government support has traditionally played a significant role.
Approvals and Path to Completion
The completion of the transaction is subject to several important conditions. These include approvals from shareholders of the participating companies, as well as regulatory clearances such as the effectiveness of a registration statement on Form S-4 with the U.S. Securities and Exchange Commission.
Additional requirements include stock exchange approvals, including the continued listing of the combined company on Nasdaq, as well as the successful completion of financing arrangements and key operational milestones. Fairness opinions and other customary closing conditions must also be satisfied.
While these steps introduce a level of uncertainty, the companies remain confident in their ability to complete the transaction and move forward with their shared vision.
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