XCF Global, Inc. 8-K

What Happened

• On January 26, 2026, XCF Global, Inc. (XCF) entered a binding term sheet with Southern Energy Renewables, Inc. (Southern), DevvStream Corp. (DEVS) and EEME Energy SPV I LLC (EEME) for a proposed business combination and related financing. Under the Term Sheet, Southern and DEVS are expected to merge into XCF subsidiaries, with their shareholders receiving XCF Class A common stock. As part of the plan to fund conversion of XCF’s New Rise Reno facility for sustainable aviation fuel (SAF) blending, XCF agreed to fund $10.0 million through the sale of common stock to EEME.
• Contemporaneously, EEME purchased 7,000,000 shares for $700,000. The Term Sheet contemplates additional periodic purchases through March 31, 2026 to fund up to $10M in aggregate share sales (implying $0.10/share), subject to a cap that EEME shall not acquire more than 41,639,170 shares or become a beneficial owner of more than 19.99% of XCF’s outstanding common stock without shareholder approval. The Term Sheet sets a post-closing board of seven members (four designated by XCF, two by Southern, one by DEVS) and includes interim covenants and transfer restrictions.

Key Details

• $10.0 million: planned investment by XCF to convert the New Rise Reno facility, to be funded by sale of XCF common stock to EEME.
• 7,000,000 shares for $700,000: initial unregistered sale to EEME (Item 3.02 disclosure).
• Share cap: EEME may not acquire more than 41,639,170 shares or exceed 19.99% beneficial ownership without shareholder approval; additional purchases scheduled through Mar 31, 2026 subject to that cap.
• Governance & covenants: proposed 7‑member board (XCF CEO Chris Cooper to chair), restrictions while EEME funds (e.g., XCF cannot issue equity-line securities without EEME approval; no reverse stock split without EEME consent).

Why It Matters

• The Term Sheet outlines a potential merger and a committed financing pathway to convert XCF’s facility for SAF blending, which could materially affect XCF’s operations, capitalization and corporate control if completed.
• However, the agreement is preliminary: definitive documents, regulatory approvals, closing conditions and stockholder approvals are required. The Term Sheet contains some binding interim provisions but does not guarantee the transaction will close. Investors should note the potential for dilution from the proposed share issuances and the uncertainty that the Proposed Transaction, financing schedule, or intended operational benefits will be completed or achieved.