-- XCF Global, DevvStream (DEVS), and Southern Energy Renewables have signed a definitive agreement to merge into a single integrated clean energy and carbon management business spanning low-carbon fuels, infrastructure, and environmental markets, the three companies said in a joint statement on Tuesday.
The companies describe the deal as the creation of a "platform" that would combine fuel production with carbon credit monetization and infrastructure development under a single corporate structure.
XCF Global is focused on producing sustainable aviation fuel and building related fuel production infrastructure, while DevvStream develops and monetizes environmental assets, including carbon credits and other emissions-related instruments, and Southern Energy Renewables works on renewable fuels and clean energy technologies, including next-generation low-carbon fuel pathways.
Under the agreement, XCF will acquire DevvStream and Southern through merger subsidiaries. Both acquired firms will remain as wholly owned subsidiaries. Shareholders will receive stock in XCF.
Ownership of the combined company is expected to be about 66.7% for XCF shareholders, 23.3% for Southern shareholders, and 10% for DevvStream shareholders.
The companies also plan to link fuel production with long-term offtake agreements and carbon credit markets, aiming to sell both physical fuel and associated emissions reductions.
XCF has invested about $10 million to expand its New Rise Reno facility for sustainable aviation fuel production. Southern is also expected to pursue up to $400 million in bond financing for infrastructure growth.
The planned deal is subject to regulatory and closing conditions and includes performance targets such as over $1 billion in annualized fuel revenue and at least $100 million in EBITDA.
Executives said the combined business is intended to serve airlines and corporate customers seeking lower-carbon fuel options while simplifying access to emissions compliance tools.
No closing timeline has been announced.