XCF Global, DevvStream, and Southern Energy Renewables announced they have agreed to a binding term sheet outlining a proposed three-party merger that would combine the companies into what they describe as an integrated low-carbon fuels and environmental-attribute platform.
The parties said the proposed combination is intended to reinforce development of a sustainable aviation fuel platform designed to accelerate SAF through multiple pathways, including HEFA, e-methanol, and e-methanol-to-jet fuel, while expanding domestic production capacity and integrating environmental-attribute monetization into a unified customer offering. As part of evaluating and negotiating definitive transaction documents, the companies also said they plan to explore opportunities to integrate small modular reactor nuclear power with electro-sustainable aviation fuel, AI data center powe,r and related environmental-attribute structures.
The proposed transaction remains conditional. The companies said entry into definitive agreements would be subject to review and approval by the boards of directors of the respective companies, and the term sheet does not obligate the parties to consummate the transaction. They said completion would require negotiating and executing definitive agreements and satisfying or waiving closing conditions.
As part of the binding term sheet, the companies said an investor has agreed to purchase shares of XCF to fund near-term operations and to complete targeted upgrades and modifications at XCF’s New Rise Reno refinery. The companies said the funds are intended to support mechanical, electrical, and process upgrades, procurement of catalysts, utilitie,s and supporting infrastructure, commissioning and reliability improvements, and certain shareholder relations activities tied to the facility updates, with the stated objective of bringing the New Rise Reno facility into sustained commercial production and supporting a ramp-up of SAF output.
XCF describes itself as an emerging sustainable aviation fuel company focused on accelerating the aviation industry’s transition to net-zero emissions. The company said its flagship New Rise Reno facility has a permitted nameplate production capacity of 38 million gallons per year and that it is pursuing potential expansion opportunities in Nevada, North Carolina and Florida. DevvStream describes itself as a carbon management company focused on developing, investing in and selling environmental assets, including carbon credits and renewable energy certificates. Southern Energy Renewables describes itself as a U.S.-based developer advancing large-scale biomass-to-fuels projects intended to produce carbon-negative SAF and green methanol, supported by integrated carbon capture and sequestration.
The companies’ announcement also included forward-looking expectations and targets tied to the contemplated transaction and operational milestones, and they cautioned that outcomes could differ materially based on a range of factors, including financing, execution, approvals and market conditions.
KEY QUOTES
“We are excited to formalize a proposed final structure with DevvStream and Southern on what we believe will be a very accretive and excellent opportunity. We believe this combination has the potential to further validate the value XCF brings to the SAF industry while increasing shareholder value and providing alternative clean fuel opportunities. If consummated, this merger has the potential to solidify our footprint in North America as the supreme SAF producer.”
Chris Cooper, Chief Executive Officer of XCF
“We believe the next phase of SAF adoption will favor U.S.-based platforms that can move quickly, operate at scale, and better integrate environmental attributes into the fuel value chain to support project economics and customer confidence. If progressed, this merger would bring together complementary strengths—XCF’s scale and speed-to-market, Southern’s biomass feedstock focus, and DevvStream’s environmental-asset capabilities—with the shared objective of building a globally competitive low-carbon fuels platform grounded in real operating execution.”
Sunny Trinh, Chief Executive Officer of DevvStream
“Southern’s approach is centered on sustainable biomass feedstocks and scalable fuel pathways, and we see meaningful potential in combining that focus with XCF’s production footprint and ability to accelerate commercialization. Subject to completing the necessary documentation, and approvals, we believe this collaboration could create a U.S.-based platform that can compete globally.”
Jay Patel, Chief Executive Officer of Southern Energy Renewables
