XCF Global, Inc.

Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the period ended December 31, 2025.

Risks Related to the Transactions

The business combination agreement for the Transactions with EEME, Southern and DEVS is subject to certain closing conditions and definitive transaction documents. If such conditions are not met or definitive transaction documents are not executed, the Transactions may be delayed or may not be completed and the applicable business combination agreement may be terminated in accordance with its terms.

On January 26, 2026, the Company entered into a transaction term sheet, dated January 26, 2026, with DevvStream Corp., an Alberta corporation (“DevvStream”), and Southern Energy Renewables Inc., a Louisiana corporation (“Southern”), setting forth the principal terms and conditions of a proposed business combination.

Following the execution of the term sheet, on April 13, 2026, the Company entered into a definitive Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “BCA” and the transactions contemplated thereby, collectively, the “Transactions”), by and among the Company, DevvStream, Southern, DevvStream Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“DevvStream Merger Sub”), and Southern Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“Southern Merger Sub”). The Transactions remain subject to customary closing conditions as well as the other terms, closing conditions and termination events (including failure to timely receive the DevvStream Fairness Opinion and the Company Fairness Opinion) set forth in the BCA.

If such conditions are not met or definitive transaction documents are not executed, the BCA may be terminated. No assurance can be given as to the timing of the execution of the definitive agreements or that any other conditions will be satisfied. Accordingly, there can be no assurance as to whether or when the Transactions will be completed.

Litigation relating to the Transactions, if any, could delay or prevent the completion of the Transactions and result in substantial costs to the Company.

Governmental authorities or other third parties with appropriate standing may file litigation challenging the Transactions and seeking an order enjoining or otherwise delaying or prohibiting the completion of the Transactions. If any such litigation is successful, then such order may prevent the Transactions from being completed, or from being completed within the expected time frame. There can be no assurance that the Company or any other defendants would be successful in the outcome of any potential future lawsuits. Even if a lawsuit is without merit, it could result in substantial costs to the Company and divert management time and resources.

Failure to complete the Transactions could negatively impact the Company.

If the Transactions are not completed for any reason, the ongoing business and financial condition of the Company may be adversely affected, including in the following ways:

In addition, if the BCA is terminated and the Company seeks an alternative transaction, there can be no guarantee that it will be able to find or complete an alternative transaction on more attractive terms than the Transactions or at all.

The Transactions, regardless of whether they are completed, will continue to divert resources from ordinary operations, which could adversely affect the Company’s business.

The Company has diverted the attention of management and other resources to the Proposed Transaction. Whether or not the Transactions are completed, the pendency of the Transactions will continue to divert the attention of management and other resources from day-to-day operations to the completion of the Transactions. This diversion of management attention and other resources could adversely affect the Company’s ongoing business regardless of whether the Transactions are completed.

The Company has incurred and expects to continue to incur significant costs related to the Transactions.

The Company has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the Transactions. These costs and expenses have been, and will continue to be, significant. These costs and expenses include fees paid or payable to financial, legal and accounting advisors, potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by the Company regardless of whether the Transactions are completed. While the Company has assumed that a certain level of expenses would be incurred in connection with the Transactions, there are many factors beyond its control that could affect the total amount or the timing of these expenses. These costs and expenses could adversely impact the Company’s financial condition and liquidity.

Uncertainties associated with the Transactions could negatively impact the Company’s ability to attract, motivate and retain management personnel and other key employees.

Hiring qualified personnel can be competitive. Current and prospective employees of the Company may experience uncertainty about their future role until strategies with regard to these employees are announced or executed, which may impair the Company’s ability to attract, retain and motivate key management, sales, marketing, and other personnel prior to completion of the Transactions. Employee retention may be particularly challenging as employees may experience uncertainty about their future roles with the combined company. If the Company is unable to retain personnel, including key management personnel, it could face disruptions in its operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs.

The ultimate resolution of the P66 disagreement could negatively impact the Company’s financial condition.

As discussed elsewhere in this Form 10-Q, on April 2, 2026, Phillips 66 delivered notice to New Rise Reno of termination of the P66 Agreement, and the P66 Agreement was terminated as of May 1, 2026. As of the date of this filing, XCF Global continues to evaluate the termination notice and has engaged in settlement discussions with Phillips 66. Phillips 66 has requested the return of feedstock. The parties disagree over whether title to the feedstock has transferred to New Rise Renewables and over the amount that Phillips 66 is owed in connection with the feedstock. As of the date of this filing, New Rise Renewables and Phillips 66 continue to discuss the settlement of this matter. While XCF Global believes the amount due to Phillips 66 is significantly less than the amount claimed, the resolution of the disagreement is uncertain and there can be no assurance that the Company will prevail in its position.