Entry into a Material Definitive Agreement.

 

On September 14, 2026, XCF Global, Inc., a Delaware corporation ("XCF Global" or the "Company"), DevvStream Corp., an Alberta corporation ("DevvStream"), Southern Energy Renewables Inc., a Louisiana corporation ("Southern Energy"), Southern Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of XCF Global ("Southern Merger Sub"), DevvStream Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of XCF Global ("DevvStream Merger Sub"), EEME Energy SPV I LLC, a Delaware limited liability company ("EEME"), and GL PART SPV I, LLC, a Delaware limited liability company ("GL"), entered into Amendment No. 1 (the "Amendment") to the Business Combination Agreement, dated as of April 13, 2026 (the "BCA"), by and among the Company, DevvStream, Southern Energy, Southern Merger Sub and DevvStream Merger Sub.

 

The Amendment provides for the following material modifications to the BCA:

 

Amendments to Merger Consideration

 

The Amendment amends the definitions of "Southern Consideration Shares" and "DevvStream Consideration Shares" to adjust the pro forma ownership percentages of the parties following the consummation of the mergers contemplated by the BCA (the "Mergers"). As amended:

 

 ●The Southern Consideration Shares are defined as a number of fully-paid and non-assessable XCF Global Common Shares equal to approximately 28.75% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the effective time of the Mergers (the "Effective Time"), such that the former holders of Southern Energy shares will hold approximately 20% of the XCF Global Common Shares immediately following the Effective Time (reduced from approximately 23.3% as originally contemplated by the BCA).

 

 ●The DevvStream Consideration Shares are defined as a number of fully-paid and non-assessable XCF Global Common Shares equal to approximately 14.99% of the aggregate number of XCF Global Common Shares issued and outstanding immediately prior to the Effective Time, such that the former holders of DevvStream shares will hold approximately 10.43% of the XCF Global Common Shares immediately following the Effective Time (increased from approximately 10.0% as originally contemplated by the BCA).

 

 ●XCF Global’s existing stockholders immediately prior to the Effective Time will hold approximately 69.57% of the XCF Global Common Shares issued and outstanding immediately following the Effective Time (increased from approximately 66.7% as originally contemplated by the BCA).