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XCF Global, Inc. 8K

0001493152-26-041052

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XCF Global, Inc. provided unaudited pro forma financials showing the impact of its proposed share‑for‑equity acquisitions of Southern Energy Inc. and DevvStream Corp., including ownership changes, purchase price allocations, related financings, and transaction costs.

XCF Global, Inc. filed unaudited pro forma condensed combined financial information under Article 11 of Regulation S-X to illustrate the expected financial effects of its proposed acquisition of Southern Energy Inc. (to be treated as an asset acquisition with no goodwill) and DevvStream Corp. (to be treated as a business combination resulting in recognition of intangible assets and goodwill), including detailed transaction and financing adjustments, preliminary purchase price allocations based on XCF Global’s $0.45 share price as of August 13, 2026, and the resulting post‑closing ownership structure in which existing XCF Global stockholders will hold 66.67% of the combined company, with Southern Energy and DevvStream stockholders holding 23.33% and 10.00%, respectively. The pro forma balance sheet as of June 30, 2026 and pro forma statements of operations for the year ended December 31, 2025 and six months ended June 30, 2026 reflect assumed share issuances, conversions and settlements of DevvStream convertible debentures (principally with Helena), elimination of intercompany balances with Southern Energy, recognition of approximately $64.8 million of Southern Energy development rights and customer contract intangibles and $5.5 million of DevvStream identifiable intangibles plus about $29.7 million of goodwill, as well as an estimated $5 million of nonrecurring transaction costs and related amortization, while noting that these preliminary allocations and adjustments may change materially as additional information and formal valuations become available.

Filing Facts

CIK
2019793
Ticker
-
Form
8K
Source Type
sec
Accession
0001493152-26-041052
Alert Tier
8
XCF Global, Inc. 8K | ATTN