XCF Global (SAFX) Proxy filing summary

Executive summary

• Amendment No. 1 to the Business Combination Agreement among XCF Global, DevvStream, and Southern Energy adjusts ownership percentages and modifies key closing conditions for the proposed mergers.

• The amendment reflects updated terms for consideration shares, funding commitments, and regulatory requirements, aiming to streamline the closing process.

• The board of directors unanimously approved the amendment, citing increased consideration for stockholders and removal of certain closing conditions.

• The special meeting for stockholders to vote on the proposals was postponed to allow more time for review of the amendment and supplemental proxy materials.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the Authorized Stock Increase Proposal, Stock Issuance Proposal, Director Election Proposal, 2025 Equity Incentive Plan Increase Proposal, and, if necessary, the Adjournment Proposal.

• The board recommends voting "FOR" all proposals.

• The record date for voting remains July 29, 2026, and previously submitted votes remain valid unless changed.

Board of directors and corporate governance

• The board, after consulting external advisors, determined the amendment is in the best interest of the company and approved it unanimously.

• Information about directors and executive officers is available in recent SEC filings and the joint proxy statement/prospectus.