XCF Global Inc-A美股招股说明书(2026-07-31版)

JOINT LETTER TO STOCKHOLDERS OF XCF GLOBAL, INC.AND SHAREHOLDERS OF DEVVSTREAM CORP. Dear stockholders/shareholders of XCF Global, Inc. and DevvStream Corp.: On behalf of the boards of directors of XCF Global, Inc., a Delaware corporation (“XCF Global”), andDevvStream Corp., an Alberta corporation (“DevvStream”), we are pleased to enclose the accompanying jointproxy statement/prospectus relating to the proposed business combination pursuant to that certain BusinessCombination Agreement (as may be amended, supplemented, restated and/or otherwise modified from time totime, the “BCA”), dated as of April13,2026, by and among XCF Global, DevvStream, Southern EnergyRenewables Inc., a Louisiana corporation (“Southern Energy”), DevvStream Merger Sub Inc., a Delawarecorporation and a wholly-owned subsidiary of XCF Global (“DevvStream Merger Sub”) and Southern MergerSub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global (“Southern Energy MergerSub” and, together with DevvStream Merger Sub, the “Merger Subs”). In this letter and the accompanying jointproxy statement/prospectus, the transactions contemplated by the BCA are referred to, collectively, as the“Business Combination.” The Business Combination will combine XCF Global, DevvStream and SouthernEnergy to create a publicly-traded, next-generation alternative energy transition platform focused on sustainableaviation fuel (“SAF”), green methanol and environmental-attribute monetization. We are requesting that youtake certain actions as a stockholder of XCF Global and/or a shareholder of DevvStream. Pursuant to the BCA, the Business Combination is structured as follows: (i)prior to the effective time of the Business Combination pursuant to the BCA (the “Effective Time”),DevvStream will migrate to and domesticate as a Delaware corporation (the “Domestication”);(ii)at the Effective Time, Southern Energy Merger Sub will merge with and into Southern Energy withSouthern Energy surviving the merger as a wholly-owned subsidiary of XCF Global (the “SouthernEnergy Merger”), pursuant to which the existing equity in Southern Energy will be exchanged foran aggregate number of shares of ClassA common stock of XCF Global, par value $0.0001 pershare (“XCF Global Common Shares”), equal to 35% of the aggregate number of XCF GlobalCommon Shares issued and outstanding immediately prior to the Effective Time (the “SouthernEnergy Consideration Shares”); and(iii)at the Effective Time, DevvStream Merger Sub will merge with and into DevvStream withDevvStream surviving the merger as a wholly-owned subsidiary of XCF Global (the “DevvStreamMerger”), pursuant to which each DevvStream common share issued and outstanding immediatelyprior to the Effective Time (and following the Domestication) will be automatically cancelled andextinguished and converted into the right to receive a number of XCF Global Common Shares equalto the quotient obtained by dividing (a)the aggregate number of XCF Global Common Shares equalto15%of the aggregate number of XCF Global Common Shares issued and outstandingimmediately prior to the Effective Time by (b)the aggregate number of DevvStream commonshares issued and outstanding immediately prior to the Effective Time (the “DevvStream Per ShareConsideration”). Pursuant to the BCA, outstanding securities of DevvStream exercisable for or convertible into DevvStreamcommon shares will be assumed by XCF Global and automatically converted into equivalent rights exercisablefor or convertible into XCF Global Common Shares, with the number of shares and exercise or conversionprices adjusted based on the DevvStream Per Share Consideration. Following the consummation of the Business Combination, it is anticipated that the persons who werestockholders and/or shareholders of Southern Energy, DevvStream and XCF Global as of immediately prior tothe Business Combination will own approximately 23.3%, 10.0% and 66.7%, respectively, of the outstandingXCF Global Common Shares. Table of Contents Completion of the Business Combination requires, among other things, the separate approvals of both theholders of XCF Global Common Shares as of immediately prior to the Effective Time and the holders of pre-Domestication DevvStream common shares and/or the post-Domestication DevvStream common shares, asapplicable. To obtain the required stockholder and/or shareholder approvals, XCF Global and DevvStream willeach hold special meetings of their respective stockholders and/or shareholders in connection with the BusinessCombination (respectively, the “XCF Global Special Meeting” and the “DevvStream Special Meeting”). At the XCF Global Special Meeting, the XCF Global stockholders will be asked to vote on (1)a proposal toincrease the number of shares of XCF Global ClassA common stock, par value $0.0001 per share (the “XCFGlobal Common Stock”) that XCF Global is authorized to issue from 500,000,000 to 1,700,000,000 (the “XCFGlobal Authorized Stock Increase Proposal”); (2)a pr