Form 8-K
8-K — XCF Global, Inc.
Accession: 0001493152-26-041052
Filed: 2026-09-01
Period: 2026-09-01
CIK: 0002019793
SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-99.1 (ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: form8-k.htm · Sequence: 1
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0002019793
0002019793
2026-09-01
2026-09-01
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UNITED
STATES
SECURITIES
AND EXCHANGE1 COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 1, 2026
XCF
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-42687
33-4582264
(State
or other jurisdiction
of
incorporation or organization)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
3040
Post Oak Blvd.
Floor
18 Suite 164
Houston,
Texas
77056
(Address
of principal executive offices)
(Zip
Code)
(346)
630-4724
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which
registered
Class
A Common Stock
SAFX
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events
XCF
Global, Inc. (the “Company”) is filing this Current Report on Form 8-K to provide updated pro forma financial information
(the “Updated Pro Formas”), as set forth under Item 9.01 below, related to the proposed business combination which was initially
disclosed by the Company on the Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on
April 14, 2026. For more information about the transactions referenced in the Updated Pro Formas, please refer to (i) the Current Report
on Form 8-K filed by the Company on April 14, 2026 and (ii) the Registration Statement on Form S-4, filed by the Company on June 15,
2025, as amended on July 14, 2026 and July 27, 2026.
Item
9.01 Financial Statements and Exhibits.
(b)
Pro Forma Financial Statements.
The
unaudited pro forma condensed combined financial information of the Company for the six months ended June 30, 2026 and the year ended
December 31, 2025, and the related notes thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein
by reference.
(d)
Exhibits:
Exhibit
No.
Description
99.1
Unaudited Pro Forma Condensed Combined Financial Information of the Company for the six months ended June 30, 2026 and the year ended December 31, 2025.
104
Cover
page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
September 1, 2026
XCF
GLOBAL, INC.
By:
/s/
Christopher Cooper
Name:
Christopher
Cooper
Title:
Chief
Executive Officer
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit 99.1
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined
terms included below shall have the same meaning as terms defined and included elsewhere in this Report.
XCF
Global is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial
aspects of the Proposed Transaction, other events contemplated by the Term Sheet, and other transactions described below.
The
unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended
by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“Article
11 of Regulation S-X”). The unaudited pro forma condensed combined financial information presents the pro forma effects of the
Proposed Transaction and other related transactions, including XCF Global’s probable acquisition of Southern Energy and DevvStream.
Basis
of Presentation
The
results set forth in the unaudited pro forma condensed combined financial information include Transaction Accounting Adjustments that
give effect to events that are directly attributable to the Transactions described below.
The
acquisition of Southern Energy will be accounted for as an asset acquisition, with no goodwill recorded, in accordance with GAAP as the
acquired set of activities and assets did not meet the definition of a business under applicable accounting guidance. Under this method
of accounting, Southern Energy will be treated as a group of assets being acquired by XCF Global for financial reporting purposes. Accordingly,
for accounting purposes, the acquisition of Southern Energy will be treated as XCF Global issuing shares for the net assets of Southern
Energy, with the consideration being allocated to the acquired assets based on their relative fair values.
The
acquisition of DevvStream will be accounted for as a business combination, in accordance with GAAP. Under this method of accounting,
the fair value of consideration given up will be allocated in the books of XCF Global to net assets of DevvStream based on their respective
fair value on acquisition date, with any residual or shortfall being recognized as goodwill or gain on bargain purchase, respectively,
for financial reporting purposes.
We
determined that XCF Global is the predecessor entity as the former stockholders of XCF Global will retain a controlling financial interest
of 66.67% in XCF Global. The former owners of Southern Energy will receive approximately 23.33% of outstanding shares in XCF Global following
the Proposed Transaction. The former owners of DevvStream will receive approximately 10.00% of outstanding shares in XCF Global following
the Proposed Transaction. This acquisition of Southern Energy and DevvStream will not result in a change in control of XCF Global and
does not affect the determination of the predecessor entity.
The
unaudited pro forma combined balance sheet as of June 30, 2026 combines the historical unaudited balance sheet of XCF Global as of June
30, 2026, with the historical unaudited balance sheet of Southern Energy as of April 30, 2026, and the historical unaudited balance sheet
of DevvStream as of April 30, 2026, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred
on June 30, 2026.
The
unaudited pro forma combined statement of operations for the twelve months ended December 31, 2025 combines the historical audited statement
of operations of XCF Global for the year ended December 31, 2025 with the historical unaudited statement of operations of Southern Energy
for the period from May 15, 2025 (date of inception) to October 31, 2025, and the historical unaudited statement of operations of DevvStream
for the twelve months ended October 31, 2025, on a pro forma basis as if the Proposed Transaction, and the other related transactions
occurred on January 1, 2025, the beginning of the earliest period presented. These periods are presented on the basis that XCF Global
is the acquirer for accounting purposes.
The
period from May 15, 2025 (date of inception) to October 31, 2025 of Southern Energy’s historical statement of operations ending
on October 31, 2025 is calculated by taking the audited statement of operations of Southern Energy for the period from inception (May
15, 2025) to July 31, 2025 and adding the unaudited statement of operations results of Southern Energy for the three months ended October
31, 2025.
1
The
twelve-month period of DevvStream’s historical statement of operations ending on October 31, 2025 is calculated by taking the audited
statement of operations of DevvStream for the year ended July 31, 2025 and subtracting the unaudited statement of operations results
of DevvStream for the three months ended October 31, 2024, and adding the unaudited statement of operations results of DevvStream for
the three months ended October 31, 2025.
The
unaudited pro forma combined statement of operations for the six months ended June 30, 2026 combines the historical unaudited statement
of operations of XCF Global for the six months ended June 30, 2026 with the historical unaudited statement of operations of Southern
Energy for the six months ended April 30, 2026, and the historical unaudited statement of operations of DevvStream for the six months
ended April 30, 2026, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred on January 1,
2025, the beginning of the earliest period presented. These periods are presented on the basis that XCF Global is the acquirer for accounting
purposes.
The
six-month period of Southern Energy’s historical statement of operations ending on April 30, 2026 is calculated by taking the unaudited
statement of operations of Southern Energy for the nine months ended April 30, 2026 and subtracting the unaudited statement of operations
results of Southern Energy for the three months ended October 31, 2025.
The
six-month period of DevvStream’s historical statement of operations ending on April 30, 2026 is calculated by taking the unaudited
statement of operations of DevvStream for the nine months ended April 30, 2026 and subtracting the unaudited statement of operations
results of DevvStream for the three months ended October 31, 2025.
The
Transaction Accounting Adjustments reflecting the consummation of the Proposed Transaction, and other related transactions are based
on certain currently available information and certain assumptions and methodologies that XCF Global believes are reasonable under the
circumstances. The unaudited condensed combined Transaction Accounting Adjustments, which are described in the accompanying notes, may
be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ
from the Transaction Accounting Adjustments and it is possible the difference may be material. XCF Global believes that its assumptions
and methodologies provide a reasonable basis for presenting all of the significant effects of the Proposed Transaction, and other related
transactions based on information available to management at the time and that the Transaction Accounting Adjustments give appropriate
effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The
unaudited pro forma condensed combined financial information does not give effect to any Management Adjustments for anticipated synergies,
operating efficiencies, tax savings, or cost savings that may be associated with the Proposed Transaction. The unaudited pro forma condensed
combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the actual
results of operations and financial position would have been if the Proposed Transaction, and other transactions at each of XCF Global,
Southern Energy, and DevvStream that took place subsequent to the financial statement dates reflected herein that are reflect material
changes to financial conditions or are considered to have an impact on inputs to the Proposed Transaction, had taken place on the dates
indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company.
The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements
and notes thereto of XCF Global, Southern Energy, and DevvStream.
2
Unaudited
Pro Forma Condensed Combined Balance Sheet
as
of June 30, 2026
Presented in $
XCF Global, Inc.
Southern Energy Inc.
DevvStream Corp.
June 30, 2026
April 30, 2026
April 30, 2026
Transaction accounting adjustments
Transaction financing adjustments
Pro forma XCF Global
ASSETS
Current assets
Cash and cash equivalents
329,084
25,000
201,132
738,000
6
1,293,216
Accounts receivable, net
1,711,635
-
7,227
1,718,862
Related party receivables
739,917
-
-
739,917
GST receivable
-
-
131,378
(131,378 )
1
-
Corporate taxes receivable
-
-
171,573
(171,573 )
1
-
Other receivable
950,000
-
-
302,951
1
1,252,951
Deferred financing costs
-
-
138,720
138,720
Prepaid expenses
-
100,000
272,140
372,140
Inventory, net
7,361,147
-
-
112,609
1
7,473,756
Carbon credits
-
-
112,609
(112,609 )
1
-
Deposit on carbon credits purchase
-
-
164,191
164,191
Other current assets
1,490,405
-
-
1,490,405
Total current assets
12,582,188
125,000
1,198,970
738,000
-
14,644,158
Security deposit
800,000
-
-
800,000
Property, plant and equipment
407,648,007
-
-
407,648,007
Restricted cash - LT
-
-
79,990
(79,990 )
5
-
Long-term advances
-
-
900,000
(900,000 )
3
-
Cryptocurrencies
-
-
2,738,489
(2,738,489 )
5
-
Deferred financing costs - LT
-
-
69,170
69,170
Deposit on carbon credits purchase - LT
-
-
207,212
207,212
Construction-in-progress
-
200,000
-
200,000
Deposit for land
-
550,000
-
550,000
Investment in associate
-
-
598,591
598,591
Intangible assets
-
-
-
64,842,261
13
70,342,261
5,500,000
14
Goodwill
-
-
-
29,726,240
14
29,726,240
Total assets
421,030,195
875,000
5,792,422
97,088,022
-
524,785,639
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable
42,064,158
146,217
9,672,211
5,000,000
8
56,882,586
Related party payable
-
62,806
34,271
97,077
Loans payable to related party
356,427
1,247,251
-
1,603,678
Notes payable, current portion
124,245,105
-
-
124,245,105
Warrant liabilities
7,097,326
-
431,270
7,528,596
Accrued expenses and other current liabilities
77,171,082
-
-
77,171,082
Convertible debentures
-
-
4,660,394
(3,195,000 )
4
-
(1,215,394 )
5
(250,000 )
10
Convertible debentures - related parties
-
-
388,901
388,901
Default penalty liability on convertible debt
-
-
1,159,038
(1,159,038 )
5
-
Promissory note payable
-
-
536,482
536,482
Deferred financing benefit
-
-
78,773
78,773
Stock option derivative
-
-
6,735
6,735
Stop loss provision
-
-
1,123,777
(1,123,777 )
9
-
Total current liabilities
250,934,098
1,456,274
18,091,852
(1,943,209 )
-
268,539,015
Financial liability, net of closing costs
132,825,754
-
-
132,825,754
Loan payable, long-term
-
900,000
-
(900,000 )
3
-
Total liabilities
383,759,852
2,356,274
18,091,852
(2,843,209 )
-
401,364,769
STOCKHOLDERS’ EQUITY
Common stock
39,452
-
-
14,410
13
60,037
6,175
14
Additional paid in capital
85,902,009
-
30,702,600
3,195,000
4
174,106,951
738,000
6
(2,925,000 )
8
1,123,777
9
250,000
10
(2,081,274 )
11
(42,846,077 )
12
64,827,851
13
35,220,065
14
Series A preferred stock subscription
-
-
900,000
(1,500,000 )
12
600,000
15
-
Subscription receivable
-
-
(20,000 )
20,000
12
-
Accumulated other comprehensive income
-
-
44,855
(44,855 )
12
-
Deficit
(48,671,118 )
(1,481,274 )
(43,926,885 )
(444,047 )
5
(600,000 )
15
(50,746,118 )
(2,075,000 )
8
2,081,274
11
44,370,932
12
Total stockholders’ equity (deficit)
37,270,343
(1,481,274 )
(12,299,430 )
99,931,231
-
123,420,870
Total liabilities and stockholders’ equity (deficit)
421,030,195
875,000
5,792,422
97,088,022
-
524,785,639
3
Unaudited
Pro Forma Condensed Combined Statement of Operations
for
the six months ended June 30, 2026
Presented in $
XCF Global, Inc.
Southern Energy Inc.
DevvStream Corp.
6-months ended
June 30, 2026
6-months ended
April 30, 2026
6-months ended
April 30, 2026
Transaction accounting adjustments
Pro forma XCF Global
Revenue
1,039,569
-
7,763
1,047,332
Cost of sales
1,075,619
-
8,293
1,083,912
Gross loss
(36,050 )
-
(530 )
(36,580 )
Operating expenses
5,010,244
-
-
5,010,244
General and administrative expenses
4,883,111
107,665
615,611
597,671
1
8,113,446
(78,598 )
2
1,512,986
13
475,000
14
Severance expense, net
(14,516 )
-
-
(14,516 )
Professional fees
6,178,735
-
3,558,279
1,045,716
1
10,782,730
Advertising and promotion
-
-
331,683
(331,683 )
1
-
Salaries and wages
-
-
265,988
(265,988 )
1
-
Legal fees
-
805,706
-
(805,706 )
1
-
Consulting fees
-
240,010
-
(240,010 )
1
-
Total operating expenses
16,057,574
1,153,381
4,771,561
1,909,388
23,891,904
Loss from operations
(16,093,624 )
(1,153,381 )
(4,772,091 )
(1,909,388 )
(23,928,484 )
Other income (expense)
Change in the fair value of notes payable
(331,229 )
-
-
(331,229 )
Change in fair value of warrants
(6,311,824 )
-
2,911,905
(3,399,919 )
Interest income (expense), net
(9,633,164 )
-
-
(25,086 )
1
(9,658,250 )
Other income (expense), net
424,407
-
14,157
(2,061,929 )
1
(1,623,365 )
Staking income
-
-
41,598
(41,598 )
1
-
Interest expense
-
-
(495,949 )
25,086
1
-
72,081
7
398,782
10
Accretion expense
-
-
(434,247 )
117,073
7
-
317,174
10
Stop-loss provision loss
-
-
(29,012 )
29,012
1
-
Loss on investment in associate
-
-
(19,831 )
19,831
1
-
Impairment of carbon credits
-
-
(14,706 )
(14,706 )
Loss on revaluation of cryptocurrencies
-
-
(2,018,962 )
2,018,962
1
-
Foreign exchange gain/loss
-
-
(35,722 )
35,722
1
-
Third-party contribution income
-
78,598
-
(78,598 )
2
-
Loss on default penalty on convertible debt
-
-
(1,159,038 )
(1,159,038 )
Inducement expenses on loan conversion
-
-
(3,599,981 )
(3,599,981 )
Total other income (expense)
(15,851,810 )
78,598
(4,839,788 )
826,512
(19,786,488 )
Net loss
(31,945,434 )
(1,074,783 )
(9,611,879 )
(1,082,876 )
(43,714,972 )
Other comprehensive loss
Foreign currency translation
-
-
(242 )
-
(242 )
Net loss and comprehensive loss
(31,945,434 )
(1,074,783 )
(9,612,121 )
(1,082,876 )
(43,715,214 )
Basic and diluted loss per share
$ (0.11 )
$ -
$ (1.38 )
$ (0.08 )
Weighted average number of shares outstanding
297,418,437
-
6,941,016
520,433,287
4
Unaudited
Pro Forma Condensed Combined Statement of Operations
for
the year ended December 31, 2025
Presented in $
XCF Global, Inc.
Southern Energy Inc.
DevvStream Corp.
12-months ended December 31, 2025
Period from inception (May 15, 2025) to October 31, 2025
12-months ended October 31, 2025
Transaction accounting adjustments
Pro forma XCF Global
Revenue
20,815,955
-
26,894
20,842,849
Cost of sales
24,586,068
-
12,071
24,598,139
Gross loss
(3,770,113 )
-
14,823
(3,755,290 )
Operating expenses
7,010,223
-
-
600,000
15
7,610,223
General and administrative expenses
22,385,312
116,317
1,485,705
1,878,794
1
29,842,100
3,025,972
13
950,000
14
Severance expense, net
19,162,500
-
-
19,162,500
Professional fees
15,559,033
-
8,201,557
290,174
1
26,125,764
2,075,000
8
Advertising and promotion
-
-
777,216
(777,216 )
1
-
Depreciation
-
-
592
(592 )
1
-
Salaries and wages
-
-
1,100,986
(1,100,986 )
1
-
Consulting fees
-
290,174
-
(290,174 )
1
-
Total operating expenses
64,117,068
406,491
11,566,056
6,650,972
82,740,587
Loss from operations
(67,887,181 )
(406,491 )
(11,551,233 )
(6,650,972 )
(86,495,877 )
Other income (expense)
Change in the fair value of notes payable
4,567,951
-
-
4,567,951
Change in the fair value of loans payable related party
(514,709 )
-
-
(514,709 )
Change in fair value of warrants
209,916,200
-
4,499,822
214,416,022
Loss on issuance of debt
(138,000 )
-
-
(138,000 )
Loss on issuance of debt to related party
(40,531,000 )
-
-
(40,531,000 )
ELOC commitment fees
(7,400,000 )
-
-
(7,400,000 )
Unrealized loss on derivative asset
(16,156,071 )
-
-
(16,156,071 )
Realized gain on derivative asset
1,316,827
-
-
1,316,827
Interest income (expense), net
(9,155,274 )
-
-
(31,086 )
1
(9,186,360 )
Other income (expense), net
(13,975 )
-
-
(2,143,009 )
1
(2,156,984 )
Staking income
-
-
14,334
(14,334 )
1
-
Interest expense
-
-
(572,238 )
26,701
1
-
259,886
7
285,651
10
Accretion expense
-
-
(531,874 )
4,385
1
-
321,604
7
205,885
10
Stop-loss provision loss
-
-
(1,094,765 )
1,094,765
1
-
Loss on investment in associate
-
-
(601,578 )
601,578
1
-
Impairment of carbon credits
-
-
(1,224,060 )
(1,224,060 )
Loss on revaluation of cryptocurrencies
-
-
(423,481 )
423,481
1
-
Unrealized loss on derivative liability
-
-
2,065,850
2,065,850
Gain on share settlement
-
-
907,392
907,392
Gain (Loss) on settlement of debt
-
-
17,007
(444,047 )
5
(427,040 )
Foreign exchange gain/loss
-
-
(37,519 )
37,519
1
-
Total other income (expense)
141,891,949
-
3,018,890
628,979
145,539,818
Net income (loss)
74,004,768
(406,491 )
(8,532,343 )
(6,021,993 )
59,043,941
Other comprehensive gain
Foreign currency translation
-
-
49
49
Net income (loss) and comprehensive income (loss)
74,004,768
(406,491 )
(8,532,294 )
(6,021,993 )
59,043,990
Basic and diluted loss per share
$ 0.52
$ -
$ (3.41 )
$ 0.16
Weighted average number of shares outstanding
142,298,067
-
2,502,404
365,312,917
5
NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note
1. Basis of Presentation
The
results set forth in the unaudited pro forma condensed combined financial information include Transaction Accounting Adjustments
that give effect to events that are directly attributable to the Transactions described below.
The
acquisition of Southern Energy will be accounted for as an asset acquisition, with no goodwill recorded, in accordance with GAAP as the
acquired set of activities and assets did not meet the definition of a business under applicable accounting guidance. Under this method
of accounting, Southern Energy will be treated as a group of assets being acquired by XCF Global for financial reporting purposes. Accordingly,
for accounting purposes, the acquisition of Southern Energy will be treated as XCF Global issuing shares for the net assets of Southern
Energy, with the consideration being allocated to the acquired assets based on their relative fair values.
The
acquisition of DevvStream will be accounted for as a business combination, in accordance with GAAP. Under this method of accounting,
the fair value of consideration given up will be allocated in the books of XCF Global to net assets of DevvStream based on their respective
fair value on acquisition date, with any residual or shortfall being recognized as goodwill or gain on bargain purchase, respectively,
for financial reporting purposes.
We
determined that XCF Global is the predecessor entity as the former stockholders of XCF Global will retain a controlling financial interest
of 66.67% in XCF Global. The former owners of Southern Energy will receive approximately 23.33% of outstanding shares in XCF Global following
the Proposed Transaction. The former owners of DevvStream will receive approximately 10.00% of outstanding shares in XCF Global following
the Proposed Transaction. This acquisition of Southern Energy and DevvStream will not result in a change in control of XCF Global and
does not affect the determination of the predecessor entity.
The
unaudited pro forma combined balance sheet as of June 30, 2026 combines the historical unaudited balance sheet of XCF Global as of June
30, 2026, with the historical unaudited balance sheet of Southern Energy as of April 30, 2026, and the historical unaudited balance sheet
of DevvStream as of April 30, 2026, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred
on June 30, 2026.
The
unaudited pro forma combined statement of operations for the twelve months ended December 31, 2025 combines the historical audited statement
of operations of XCF Global for the year ended December 31, 2025 with the historical unaudited statement of operations of Southern Energy
for the period from May 15, 2025 (date of inception) to October 31, 2025, and the historical unaudited statement of operations of DevvStream
for the twelve months ended October 31, 2025, on a pro forma basis as if the Proposed Transaction, and the other related transactions
occurred on January 1, 2025, the beginning of the earliest period presented. These periods are presented on the basis that XCF Global
is the acquirer for accounting purposes.
The
period from May 15, 2025 (date of inception) to October 31, 2025 of Southern Energy’s historical statement of operations ending
on October 31, 2025 is calculated by taking the audited statement of operations of Southern Energy for the period from inception (May
15, 2025) to July 31, 2025 and adding the unaudited statement of operations results of Southern Energy for the three months ended October
31, 2025.
The
twelve-month period of DevvStream’s historical statement of operations ending on October 31, 2025 is calculated by taking the audited
statement of operations of DevvStream for the year ended July 31, 2025 and subtracting the unaudited statement of operations results
of DevvStream for the three months ended October 31, 2024, and adding the unaudited statement of operations results of DevvStream for
the three months ended October 31, 2025.
The
unaudited pro forma combined statement of operations for the six months ended June 30, 2026 combines the historical unaudited statement
of operations of XCF Global for the six months ended June 30, 2026 with the historical unaudited statement of operations of Southern
Energy for the six months ended April 30, 2026, and the historical unaudited statement of operations of DevvStream for the six months
ended April 30, 2026, on a pro forma basis as if the Proposed Transaction, and the other related transactions occurred on January 1,
2025, the beginning of the earliest period presented. These periods are presented on the basis that XCF Global is the acquirer for accounting
purposes.
6
The
six-month period of Southern Energy’s historical statement of operations ending on April 30, 2026 is calculated by taking the unaudited
statement of operations of Southern Energy for the nine months ended April 30, 2026 and subtracting the unaudited statement of operations
results of Southern Energy for the three months ended October 31, 2025.
The
six-month period of DevvStream’s historical statement of operations ending on April 30, 2026 is calculated by taking the unaudited
statement of operations of DevvStream for the nine months ended April 30, 2026 and subtracting the unaudited statement of operations
results of DevvStream for the three months ended October 31, 2025.
The
Transaction Accounting Adjustments reflecting the consummation of the Proposed Transaction, and other related transactions are based
on certain currently available information and certain assumptions and methodologies that XCF Global believes are reasonable under the
circumstances. The unaudited condensed combined Transaction Accounting Adjustments, which are described in the accompanying notes, may
be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ
from the Transaction Accounting Adjustments and it is possible the difference may be material. XCF Global believes that its assumptions
and methodologies provide a reasonable basis for presenting all of the significant effects of the Proposed Transaction, and other related
transactions based on information available to management at the time and that the Transaction Accounting Adjustments give appropriate
effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The
unaudited pro forma condensed combined financial information does not give effect to any Management Adjustments for anticipated synergies,
operating efficiencies, tax savings, or cost savings that may be associated with the Proposed Transaction. The unaudited pro forma condensed
combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the actual
results of operations and financial position would have been if the Proposed Transaction, and other transactions at each of XCF Global,
Southern Energy, and DevvStream that took place subsequent to the financial statement dates reflected herein that are reflect material
changes to financial conditions or are considered to have an impact on inputs to the Proposed Transaction, had taken place on the dates
indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company.
The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements
and notes thereto of XCF Global, Southern Energy, and DevvStream.
“Transaction
Accounting Adjustments” are adjustments that are directly attributable to the Proposed Transaction, factually supportable, and
expected to have a continuing impact on the combined company’s results. “Transaction Financing Adjustments” are adjustments
that reflect debt or equity financing that is directly associated with, and expected to be consummated concurrently with, the closing
of the Proposed Transaction. Adjustments that are non-recurring in nature are included in the pro forma statements of operations for
the annual period only, in accordance with Article 11 of Regulation S-X.
Note
2. Accounting Policies and Reclassifications
Management
performed a comprehensive review of the three entities’ accounting policies. As a result of the review, management did not identify
any material differences in the accounting policies applied by XCF Global, Southern Energy, and DevvStream that would require adjustments
in the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial
information does not assume any differences in accounting policies.
As
part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align
Southern Energy’s, and DevvStream’s financial statement presentation with that of XCF Global. Such reclassifications are
presented in Transaction Accounting Adjustment #1, and include:
● Presenting
“GST receivable” and “corporate taxes receivable” as “other
receivable”
● Presenting
“carbon credits” as “inventory, net”
● Presenting
“advertising and promotion”, “depreciation”, and “salaries
and wages” as “general and administrative expenses”
● Presenting
“legal fees” and “consulting fees” as “professional fees”
● Presenting
“interest expense” and “accretion expense” as “interest income
(expense), net”
● Presenting
“staking income”, “stop-loss provision loss”, “loss on investment
in associate”, “loss on revaluation of cryptocurrencies” and “foreign
exchange gain/loss” as “other income (expense), net”
7
Note
3. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information
The
unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Proposed Transaction,
and other related transactions and has been prepared for informational purposes only.
The
following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X. XCF Global has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments
and Transaction Financing Adjustments in the unaudited pro forma condensed combined financial information. XCF Global, Southern Energy,
and DevvStream have not had any historical relationship prior to the Proposed Transaction, other than reimbursement of expenses of Southern
Energy by DevvStream pursuant to an agreed upon use of proceeds with EEME related to a previously-completed PIPE investment by EEME into
DevvStream, and DevvStream’s investment into Southern Energy. Accordingly, no pro forma adjustments were required to eliminate
activities between the companies, other than the pro forma adjustment to eliminate expenses reimbursed by DevvStream in the unaudited
pro forma condensed combined statement of operations for the six months ended June 30, 2026 (see Adjustment 2 for further details), and
the pro forma adjustment to eliminate long-term advances to Southern Energy reported by DevvStream, and the loan payable, long term to
DevvStream reported by Southern Energy (see Adjustment 3 for further details).
The
pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations
are based upon the number of shares of XCF Global Common Stock outstanding, assuming the Proposed Transaction, and other related transactions
occurred on January 1, 2025.
Transaction
Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
The
adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026 are as follows:
1. Represents
the reclassification of items on the unaudited pro forma condensed combined balance sheet
as of June 30, 2026 to conform to presentation of items with that of XCF Global. GST receivable
of $131,378 and Corporate taxes receivable of $171,573 are reclassified to Other receivable.
Carbon credits of $112,609 are reclassified to Inventory, net.
3. Represents
the elimination of advances by DevvStream to Southern Energy on the unaudited pro forma condensed
combined balance sheet as of June 30, 2026. Long-term advances and Loan payable, long-term
were each reduced by $900,000.
4. Represents
conversions of a Helena convertible debenture into DevvStream shares since April 30, 2026,
pursuant to a conversion side letter with Helena, and further conversions subsequent to a
settlement agreement between DevvStream and Helena. Amounts totalling $3,195,000 were converted
into 19,064,287 DevvStream shares. Convertible debentures decreased by $3,195,000 and Additional
paid in capital increased by $3,195,000.
5. Represents
a settlement agreement between Helena and DevvStream regarding the Helena convertible debenture
executed on June 8, 2026, which settles outstanding Helena convertible debenture balances
via certain cryptocurrencies and restricted cash of DevvStream, and agreed upon a remaining
liability of $1,000,000. Restricted cash - LT decreased by $79,990, Cryptocurrencies decreased
by $2,738,489, Convertible debentures decreased by $1,215,394, Default penalty liability
on convertible debt decreased by $1,159,038 and Deficit increased by $444,047.
6. Represents
additional ELOC drawdown by DevvStream, with shares issued to Helena. Cash and cash equivalents
increased by $738,000 and Additional paid in capital increased by $738,000.
8
8. Represents
estimated of expected transaction costs, of $5,000,000. XCF Global’s total transaction
costs are expected to be $2,925,000 which is charged to Additional Paid-in Capital as share
issuance costs, as XCF Global is the accounting acquirer, and are expected to be settled
in cash and recorded in accounts payable. Southern Energy’s total transaction costs
are expected to be $450,000 which is charged to Deficit as Professional Fees, and are expected
to be settled in cash and recorded in accounts payable. DevvStream’s total transaction
costs are expected to be $1,625,000 which is charged to Deficit as Professional Fees, and
are expected to be settled in cash and recorded in accounts payable. Accounts payable increased
by $5,000,000, Additional paid in capital decreased by $2,925,000 and Deficit increased by
$2,075,000.
9. Represents
settlement of a pre-existing stop-loss obligation by DevvStream on June 24, 2026.
DevvStream issued 4,624,126 shares, net, to a counterparty unrelated to the Business
Combination. Stop loss provision and Additional paid in capital increased by $1,123,777,
respectively.
10. Represents
presumed full conversion of remaining outstanding convertible debenture owed by DevvStream
to Helena. Pursuant to the Business Combination Agreement, the amount of DevvStream Per Share
Consideration is defined by the amount of DevvStream Outstanding Shares, which presumes full
conversion of convertible debentures owed to Helena. For the purpose of this pro-forma adjustment,
remaining outstanding amounts are presumed converted at the floor price of $0.07722. Convertible
debentures decreased by $250,000 and Additional paid in capital increased by $250,000.
11. Represents
elimination of equity of Southern Energy upon consummation of the Proposed Transaction. Deficit
decreased by $2,081,274 and Additional paid in capital decreased by $2,081,274.
12. Represents
elimination of equity of DevvStream upon consummation of the Proposed Transaction. Deficit
decreased by $44,370,932, Subscription receivable decreased by $20,000, Accumulated other
comprehensive income decreased by $44,855, Series A preferred stock subscription decreased
by $1,500,000 and Additional paid in capital decreased by $42,846,077.
13. Represents
the issuance of 144,093,914 shares by XCF Global, representing 35% of XCF Global’s
pro-forma outstanding shares immediately prior to the Proposed Transaction, to stockholders
of Southern Energy.
Stockholders
of each of XCF Global, Southern Energy, and DevvStream, will hold 66.67%, 23.33%, and 10%, respectively, of XCF Global upon completion
of the Proposed Transaction.
The
acquisition of Southern Energy will be accounted for as an asset acquisition, with no goodwill recorded, in accordance with GAAP as the
acquired set of activities and assets did not meet the definition of a business under applicable accounting guidance since Southern Energy
lacked processes and outputs.
Estimated
consideration is based on the closing price of XCF Global shares as of August 13, 2026 of $0.45/share, the fair value of shares issued
is $64,842,261.
It
is assessed that the fair value of shares given up is more clearly evident for the determination of purchase consideration given shares
of XCF Global are publicly traded. In contrast, the net assets acquired contained developmental rights, customer contracts and other
intangible assets held by Southern Energy, lack active markets and/or readily available comparables through which their fair valuation
could be reliably estimated.
The
consideration given up for the acquisition of Southern Energy is allocated to Intangible assets, as Southern Energy does not possess
material tangible assets.
9
The
allocation of consideration transferred is as follows:
Development rights
38,905,357
Customer contracts
25,936,904
Consideration transferred
64,842,261
The
aggregate adjustment results in an increase in Common stock of $14,410 and an increase in Additional paid in capital of $64,827,851.
The
intangible assets recognized reflect a preliminary purchase price allocation and are subject to adjustment upon completion of a formal
valuation. The accounting methodology and allocation of purchase price are preliminary in nature and estimates, and is subject to finalization.
The
value of purchase price consideration will change based on fluctuations in the share price of XCF Global common stock and the number
of XCF Global common stock outstanding on the closing date. XCF Global believes that a 10% fluctuation in the market price of its common
stock is reasonably possible based on historical volatility, and the potential effect on purchase price would be:
XCF Global Share Price
Purchase consideration
As presented
0.4500
64,842,261
10% increase
0.4950
71,326,487
10% decrease
0.4050
58,358,035
14. Represents
the issuance of 61,754,534 shares by XCF Global, representing 15% of XCF Global’s
pro-forma outstanding shares immediately prior to the Proposed Transaction, to stockholders
of DevvStream.
Stockholders
of each of XCF Global, Southern Energy, and DevvStream, will hold 66.67%, 23.33%, and 10%, respectively, of XCF Global upon completion
of the Proposed Transaction.
The
acquisition of DevvStream will be accounted for as a business combination in accordance with GAAP as the acquired set of activities and
assets met the definition of a business, with inputs and processes.
Estimated
consideration is based on the closing price of XCF Global shares as of August 13, 2026 of $0.45/share, the fair value of shares issued
is $27,789,540.
The
allocation of consideration transferred is as follows:
Net assets of DevvStream at acquisition, pro-forma
(7,436,700 )
Market relationships
3,000,000
Database and trade secrets
1,500,000
Intellectual property
1,000,000
Goodwill
29,726,240
Consideration transferred
27,789,540
The
adjustment results in increase in Intangible assets of $5,500,000 and Goodwill of $29,726,240, and increase in Common stock of
$6,175 and Additional paid in capital of $35,220,065.
The
intangible assets and goodwill recognized reflect a preliminary purchase price allocation and are subject to adjustment upon completion
of a formal valuation. The accounting methodology and allocation of purchase price are preliminary in nature and estimates, and is subject
to finalization.
10
The
value of purchase price consideration will change based on fluctuations in the share price of XCF Global common stock and the number
of XCF Global common stock outstanding on the closing date. XCF Global believes that a 10% fluctuation in the market price of its common
stock is reasonably possible based on historical volatility, and the potential effect on purchase price would be:
XCF Global Share Price
Purchase consideration
As presented
0.4500
27,789,540
10% increase
0.4950
30,568,494
10% decrease
0.4050
25,010,586
Transaction
Financing Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
15. Represents
the recognition of an obligation to issue shares of DevvStream in connection with issuance
of certain Preferred Shares in advance of the Proposed Transaction. As of the date of this
unaudited pro forma condensed combined financial statements, the amount of additional funds
received was $600,000. Such funds were invested by DevvStream for expenditures of Southern
Energy. Series A preferred stock subscription increased by $600,000 and Deficit increased
by $600,000. Upon closing of the Proposed Transaction, the obligation will be settled through
the issuance of XCF Global shares, at which point the balance is reclassified to Additional
paid-in capital as a Transaction Accounting Adjustment (see Transaction Accounting Adjustment
#12).
Transaction
Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations
The
adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026, and
for the year ended December 31, 2025, are as follows:
1. Represents
the reclassification of items on the unaudited pro forma condensed combined statements of
operations to conform to presentation of items with that of XCF Global, as follows:
For the year ended December 31, 2025
For the six months ended June 30, 2026
Reclassification to professional fees:
Consulting fees
$ 290,174
$ 240,010
Legal fees
-
805,706
$ 290,174
$ 1,045,716
Reclassification to general and administrative expenses
Advertising and promotion
$ 777,216
$ 331,683
Depreciation
592
-
Salaries and wages
1,100,986
265,988
$ 1,878,794
$ 597,671
Reclassification to interest income (expense), net:
Interest expense
$ (26,701 )
$ (25,086 )
Accretion expense
(4,385 )
-
$ (31,086 )
$ (25,086 )
Reclassification to other income (expense), net:
Staking income
$ 14,334
$ 41,598
Stop-loss provision loss
(1,094,765 )
(29,012 )
Loss on investment in associate
(601,578 )
(19,831 )
Loss on revaluation of cryptocurrencies
(423,481 )
(2,018,962 )
Foreign exchange gain/loss
(37,519 )
(35,722 )
$ (2,143,009 )
$ (2,061,929 )
2. Represents
the inter-entity elimination of expenses of Southern Energy paid by DevvStream, during the
six months ended April 30, 2026. Third-party contribution income of $78,598 is netted off
against General and administrative expenses of $78,598.
5. Represents
a settlement agreement between Helena and DevvStream regarding the Helena convertible debenture
executed on June 8, 2026, which settles outstanding Helena convertible debenture balances
via certain cryptocurrencies and restricted cash of DevvStream, and agreed upon a remaining
liability of $1,000,000. Gain on settlement of debt decreased by $444,047. This adjustment
is presented as if the event occurred at the beginning of the earliest date presented, i.e.,
January 1, 2025. The impact on statement of operations is expected to be nonrecurring.
7. Represents
settlement in March 2026 by DevvStream certain convertible debentures in issuance with Focus,
and accounts payable owed to Focus, through the issuance of shares. The adjustment represents
the removal of interest expense and accretion expenses in the unaudited pro forma condensed
combined statements of operations, as if the convertible debentures with Focus were extinguished
from the earliest date presented, i.e., January 1, 2025. As these convertible debentures
have been extinguished, there is no expected recurring impact in the future.
8. Represents
expected transaction costs of the Proposed Transaction, pertaining to costs incurred by Southern
Energy of $450,000, and DevvStream of $1,625,000, totaling $2,075,000 which are charged as
professional fees. This adjustment is presented as if the event occurred at the beginning
of the earliest date presented, i.e., January 1, 2025. The impact on statement of operations
is expected to be nonrecurring.
10. Represents
presumed full conversion of remaining outstanding convertible debenture owed by DevvStream
to Helena, pursuant to conversion commitments previously provided to DevvStream by Helena,
and pursuant to the terms of the Proposed Transaction which required inclusion of conversion
shares arising from Helena convertible debts to be included in the determination of DevvStream
Outstanding Shares. The adjustment represents the removal of interest expense and accretion
expenses in the unaudited pro forma condensed combined statements of operations, as if the
convertible debentures with Helena were extinguished from the earliest date presented, i.e.,
January 1, 2025.
13. Represents
pro-forma amortization on intangible assets acquired, with Development rights being amortized
over 30 years, and Customer contracts being amortized over 15 years. The adjustment results
in amortization expenses of $3,025,972 for the year ended December 31, 2025 and $1,512,986
for the six months ended June 30, 2026, which is reported in General and administrative expenses.
14. Represents
pro-forma amortization on intangible assets acquired, with Market relationships and Intellectual
property being amortized over 5 years, and Database and trade secrets being amortized over
10 years. The adjustment results in amortization expenses of $950,000 for the year ended
December 31, 2025 and $475,000 for the six months ended June 30, 2026, which is reported
in General and administrative expenses.
15. Represents
funds invested by DevvStream into Southern Energy, of $600,000 as of the date of these unaudited
pro forma condensed combined financial statements, which were expended for Southern Energy’s
operating activities. This adjustment is presented as if the event occurred at the beginning
of the earliest date presented, i.e., January 1, 2025. The impact on statement of operations
is expected to be nonrecurring.
11
Note
4. Net Income (Loss) per Share
Net
income (loss) per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares
in connection with the Proposed Transaction, and other related transactions. As the Proposed Transaction, and other related transactions
are being reflected as if they had occurred at the beginning of the earliest period presented, the calculation of weighted average shares
outstanding for basic and diluted net income (loss) per share assumes that the shares issuable relating to the Proposed Transaction,
and other related transactions have been outstanding for the entirety of all periods presented.
The
calculation of net income (loss) per share in the unaudited pro forma condensed combined financial information is as follows:
For the twelve months ended December 31, 2025
For the six months ended June 30, 2026
Weighted average shares outstanding (WASO) calculation
Number of Shares
Number of Shares
XCF Global Stockholders
159,464,469
314,584,839
Southern Energy Stockholders
144,093,914
144,093,914
DevvStream Stockholders
61,754,534
61,754,534
Pro forma WASO - Basic and diluted
365,312,917
520,433,287
For the twelve months ended December 31, 2025
Pro forma net income
$ 59,043,941
Pro Forma Income Per Share - Basic and Diluted
$ 0.16
For the six months ended June 30, 2026
Pro forma net loss
$ (43,714,972 )
Pro Forma Loss Per Share - Basic and Diluted
$ (0.08 )
The
number of shares outstanding adopted for Southern Energy Stockholders and DevvStream Stockholders reflect as if the issuance of XCF Global
shares (Transaction Accounting Adjustments #13 and #14) for the Proposed Transaction occurred at the beginning of the earliest period
presented in these unaudited pro forma condensed combined financial statements.
Upon
consummation of the Proposed Transaction, the post-Closing share ownership will be:
Basic Share Capitalization
Number of Shares
% Ownership
XCF Global Stockholders
411,696,896
66.67 %
Southern Energy Stockholders
144,093,914
23.33 %
DevvStream Stockholders
61,754,534
10.00 %
Pro forma Common Stock - Basic
617,545,344
100.00 %
The
number of pro forma shares of XCF Global is utilized in the calculation of pro forma shares issuable to stockholders of Southern Energy
and DevvStream, respectively (see Transaction Accounting Adjustments #13 and #14 for further information).
Upon
the Closing, the following outstanding shares of common stock equivalents were excluded from the computation of pro forma diluted net
income (loss) per share for the period and scenarios presented because including them would have had an anti-dilutive effect:
Number of Common Stock Equivalents
XCF Global Warrants
18,000,000
XCF Global RSUs
10,524,084
DevvStream Warrants, replacement issuances by XCF Global
2,671,145
DevvStream RSUs, replacement issuances by XCF Global
178,169
DevvStream Options, replacement issuances by XCF Global
118,761
Note
5. Statement of Operations Reconciliation
For
purposes of preparing Southern Energy, presented in the pro forma condensed combined statement of operations for the period from May
15, 2025 (inception date) to October 31, 2025, the historical audited statement of loss period from inception (May 15, 2025) to July
31, 2025 of Southern Energy was adjusted by adding Southern Energy’s unaudited statement of loss for the three months ended October
31, 2025.
For
purposes of preparing DevvStream, presented in the pro forma condensed combined statement of operations for the twelve-months ended October
31, 2025, the historical audited statement of operations and comprehensive loss for the year ended July 31, 2025 of DevvStream was adjusted
by subtracting DevvStream’s unaudited statement of operations and comprehensive loss for the three months ended October 31, 2024,
and adding the unaudited statement of operations and comprehensive loss of DevvStream for the three months ended October 31, 2025.
12
The
following presents a reconciliation of Southern Energy’s statement of profit or loss for the period from May 15, 2025 (inception
date) to October 31, 2025:
Period from inception (May 15, 2025) to July 31, 2025
3-months ended October 31, 2025
Period from inception (May 15, 2025) to October 31, 2025
Presented in $
(A)
(B)
(A + B)
Operating expenses
Consulting fees
148,050
142,124
290,174
General and administrative expenses
62,872
53,445
116,317
Total operating expenses
210,922
195,569
406,491
Loss from operations
(210,922 )
(195,569 )
(406,491 )
The
following presents a reconciliation of DevvStream’s statement of profit or loss for the twelve months ended October 31, 2025:
Year ended July 31, 2025
3-months ended October 31, 2025
3-months ended October 31, 2024
12-months ended October 31, 2025
Presented in $
(A)
(B)
(C)
(A + B – C)
Revenue
25,794
1,100
-
26,894
Cost of sales
10,187
1,884
-
12,071
Gross loss
15,607
(784 )
-
14,823
Operating expenses
Advertising and promotion
1,000,073
49,038
271,895
777,216
Depreciation
953
-
361
592
General and administrative expenses
964,473
578,567
57,335
1,485,705
Professional fees
8,447,280
1,163,650
1,409,373
8,201,557
Salaries and wages
1,593,794
(4,550 )
488,258
1,100,986
Total operating expenses
12,006,573
1,786,705
2,227,222
11,566,056
Other income (expense)
Staking income
-
14,334
-
14,334
Accretion expense
(346,424 )
(230,015 )
(44,565 )
(531,874 )
Interest expense
(313,778 )
(271,200 )
(12,740 )
(572,238 )
Loss on investment in associate
(512,011 )
(89,567 )
-
(601,578 )
Unrealized gain/loss on derivative liability
719,000
(1,500 )
(1,348,350 )
2,065,850
Loss on revaluation of cryptocurrencies
-
(423,481 )
-
(423,481 )
Unrealized loss on convertible debt – FVTPL
70,500
-
70,500
-
Unrealized gain/loss on warrant derivative
1,728,392
2,283,298
(488,132 )
4,499,822
Foreign exchange gain/loss
(31,664 )
(3,403 )
2,452
(37,519 )
Impairment of carbon credits
(1,224,060 )
-
-
(1,224,060 )
(Gain)/Loss on share settlement
899,015
-
(8,377 )
907,392
(Gain)/Loss on settlement of debt
-
17,007
-
17,007
Stop-loss provision loss
(1,065,235 )
(29,530 )
-
(1,094,765 )
Total other income (expense)
(76,265 )
1,265,943
(1,829,212 )
3,018,890
Net loss
(12,067,231 )
(521,546 )
(4,056,434 )
(8,532,343 )
Other comprehensive gain
Foreign currency translation
1,448
96
1,495
49
Net loss and comprehensive loss
(12,065,783 )
(521,450 )
(4,054,939 )
(8,532,294 )
13
For
purposes of preparing Southern Energy, presented in the pro forma condensed combined statement of operations for the six-months ended
April 30, 2026, the historical unaudited statement of loss for the nine months ended April 30, 2026 of Southern Energy was adjusted by
subtracting Southern Energy’s unaudited statement of loss for the three months ended October 31, 2025.
For
purposes of preparing DevvStream, presented in the pro forma condensed combined statement of operations for the six-months ended April
30, 2026, the historical unaudited statement of operations and comprehensive loss for the nine months ended April 30, 2026 of DevvStream
was adjusted by subtracting DevvStream’s unaudited statement of operations and comprehensive loss for the three months ended October
31, 2025.
The
following presents a reconciliation of Southern Energy’s statement of profit or loss for six months ended April 30, 2026:
9-months ended April 30, 2026
3-months ended October 31, 2025
6-months ended April 30, 2026
Presented in $
(A)
(B)
(A – B)
Operating expenses
Consulting fees
382,134
142,124
240,010
General and administrative expenses
161,110
53,445
107,665
Legal fees
805,706
-
805,706
Total operating expenses
1,348,950
195,569
1,153,381
Third-party contribution income
78,598
-
78,598
Loss from operations
(1,270,352 )
(195,569 )
(1,074,783 )
The
following presents a reconciliation of DevvStream’s statement of profit or loss for six months ended April 30, 2026:
9-months ended April 30, 2026
3-months ended October 31, 2025
6-months ended April 30, 2026
Presented in $
(A)
(B)
(A – B)
Revenue
8,863
1,100
7,763
Cost of sales
10,177
1,884
8,293
Gross loss
(1,314 )
(784 )
(530 )
Operating expenses
Advertising and promotion
380,721
49,038
331,683
General and administrative expenses
1,194,178
578,567
615,611
Professional fees
4,721,929
1,163,650
3,558,279
Salaries and wages
261,438
(4,550 )
265,988
Total operating expenses
6,558,266
1,786,705
4,771,561
Other income (expense)
Other income
14,157
-
14,157
Staking income
55,932
14,334
41,598
Accretion expense
(664,262 )
(230,015 )
(434,247 )
Interest expense
(767,149 )
(271,200 )
(495,949 )
Loss on investment in associate
(109,398 )
(89,567 )
(19,831 )
Unrealized gain/loss on derivative liability
(1,500 )
(1,500 )
-
Loss on revaluation of cryptocurrencies
(2,442,443 )
(423,481 )
(2,018,962 )
Unrealized gain/loss on warrant derivative
5,195,203
2,283,298
2,911,905
Foreign exchange gain/loss
(39,125 )
(3,403 )
(35,722 )
Impairment of carbon credits
(14,706 )
-
(14,706 )
(Gain)/Loss on settlement of debt
17,007
17,007
-
Inducement expenses on loan conversion
(3,599,981 )
-
(3,599,981 )
Loss on default penalty on convertible debt
(1,159,038 )
-
(1,159,038 )
Stop-loss provision loss
(58,542 )
(29,530 )
(29,012 )
Total other income (expense)
(3,573,845 )
1,265,943
(4,839,788 )
Net loss
(10,133,425 )
(521,546 )
(9,611,879 )
Other comprehensive gain
Foreign currency translation
(146 )
96
(242 )
Net loss and comprehensive loss
(10,133,571 )
(521,450 )
(9,612,121 )
14
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