false
0002019793
0002019793
2026-07-16
2026-07-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 16, 2026
XCF
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42687 |
|
33-4582264 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3040
Post Oak Blvd.
Floor
18 Suite 164
Houston,
Texas
|
|
77056
|
| (Address
of principal executive offices) |
|
(Zip
Code) |
(346)
630-4724
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which
registered |
| Class
A Common Stock |
|
SAFX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement
Short-Term
Note
On
July 16, 2026, XCF Global, Inc. (the “Company”), entered into a Senior Secured 25% Original Issue Discount
Promissory Note and Security Agreement (the “Note and Security Agreement”) with Hollywood Horizons, Inc. (the
“Hollywood”) pursuant to which the Company entered into a $400,000 senior secured loan with a 25% original
issue discount, resulting in a purchase price of $300,000.
The
loan amount is equal to $400,000 with a 25% original issue discount. The note bears interest at ten percent (10%) per annum, payable
monthly, with a non-amortizing two (2) month term. Interest is calculated on a 360-day year basis. The loan balance, including any accrued
interest, is due in full 60 days after funding, with optional prepayment allowed without penalty. Default interest accrues at 18% per
annum. The Company must make mandatory prepayments from (i) the first and any subsequent revenue collections from the sale of any products
or services and (ii) the proceeds of any assets that are sold outside the ordinary course of business, until the loan is fully repaid.
Additionally,
the Company agreed to issue a non-refundable commitment fee of 500,000 shares (the “Commitment Fee”) of its
Class A Common Stock, par value $0.0001 (“Common Stock”) pursuant to the Note and Security Agreement.
To
secure the loan, the Company granted Hollywood a first-priority security interest in all inventories, accounts, environmental attributes,
deposit and securities accounts, equipment, chattel paper, and proceeds. The security interest granted only covers assets of XCF Global,
Inc. and does not extend to the assets held by any subsidiaries of the Company. In addition, the Company must reserve 5,000,000 shares
of authorized but unissued Common Stock as Penalty of Default Shares, (the “Default Shares”) to be issued to
Hollywood immediately upon any Event of Default (as defined in the Note and Security Agreement). The secured loan is the sole responsibility
of XCF Global, Inc. and is not guaranteed by any of the Company’s subsidiaries
The
foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by
reference.
Warrant
Purchase Agreement
On
July 17, 2026, XCF the Company, entered into a warrant purchase agreement (the “Warrant Purchase Agreement”)
with GL PART SPV II, LLC (the “Investor”), pursuant to which, among other things, the Company agreed to issue
and sell to the Investor and the Investor agreed to purchase from the Company in a private placement a Common Stock purchase warrant
(the “Initial Warrant”) to purchase up to 6,891,798 shares of Common Stock, at an exercise price of $2.50 per
share, subject to adjustment in accordance with the terms of the Initial Warrant. The Investor is to pay $1,000,000 for the Initial Warrant,
which is equal to $0.1451 per share of Common Stock underlying the Initial Warrant (the “Per Warrant Share Purchase Price”).
Subject to the satisfaction or waiver of the closing conditions set forth in the Warrant Purchase Agreement, the closing of the sale
of the Initial Warrant (the “Initial Closing”) is to occur to occur on July 31, 2026, or such other date as
may be agreed by the Company and the Investor.
The
Warrant Purchase Agreement also provides that, at the Investor’s sole discretion, the Investor may purchase from the Company up
to an additional $99.0 million of Common Stock purchase warrants (each, an “Additional Warrant” and, collectively,
the “Additional Warrants”, and together with Initial Warrants, the “Warrants”), with
terms substantially identical to the Initial Warrant. The Additional Warrants may be purchased on July 31, 2026, August 31, 2026, September
30, 2026, October 30, 2026, November 30, 2026, December 31, 2026, or such other dates prior to December 31, 2026 as may be mutually agreed
upon by the Company and the Investor. The price to be paid for the Additional Warrants will be based on a formula set forth in the Warrant
Purchase Agreement, which takes into account the Black-Scholes value of each Warrant. The Warrant Purchase Agreement provides that (i)
the aggregate number of shares of Common Stock issuable upon exercise of the Warrants issued under the Warrant Purchase Agreement may
not exceed 50,000,000 shares and (ii) the Per Warrant Share Purchase Price for the Additional Warrants may not be less than $0.10.
The
Investor is controlled by Majique Ladnier, who is the largest beneficial owner of the Common Stock.
The
Warrant Purchase Agreement contains customary representations and warranties, and the sale of the Warrants is subject to customary closing
conditions.
The
exercise price of the Warrants and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustments
for stock splits, combinations, stock dividends or similar events. The Warrants may be exercised for cash or on a cashless basis.
The
foregoing descriptions of the Warrant Purchase Agreement and the Warrants are summaries only, do not purport to be complete, and are
qualified in their entirety by the full terms and conditions of the Warrant Purchase Agreement and the Warrants. The Warrant Purchase
Agreement and the Form of Warrant are filed as Exhibits 10.2 and 4.1, respectively, to this Current Report and are incorporated herein
by reference.
Registration
Rights Agreement
Pursuant
to the terms of the Warrant Purchase Agreement, the Company and the Investor have agreed to enter into a Registration Rights Agreement
(the “Registration Rights Agreement”) at the Initial Closing, pursuant to which, among other things, the Company
will agree to (i) file a shelf registration statement (the “Registration Statement”) providing for the registration
of the resale of the Warrants and the shares of Common Stock underlying the Warrants (collectively, the “Registrable Securities”)
under the Securities Act of 1933, as amended (the “Securities Act”) on or before December 4, 2026 (the “Filing
Deadline”), unless the Investor notifies the Company prior to November 30, 2026 that it may purchase one or more Additional
Warrants after November 30, 2026 and before December 31, 2026, in which case the Filing Deadline shall be January 5, 2027, (ii) use its
reasonable best efforts to cause the Registration Statement to be declared effective after its filing at the earliest possible date,
but no later than the earlier of (a) the 120th calendar day following the initial filing date of the Registration Statement
if the Securities and Exchange Commission (“SEC”) notifies the Company that it will “review” the
Registration Statement and (b) the fifth Business Day after the date the Company is notified by the SEC that the Registration Statement
will not be “reviewed” or will not be subject to further review, and (iii) maintain the effectiveness of the Registration
Statement until the earlier of: the (a) date on which the Investor shall have resold all the Registrable Securities covered thereby;
(b) the date on which the Registrable Securities may be resold by the Investor without registration and without regard to any volume
or manner-of-sale limitations by reason of Rule 144 under the Securities Act (“Rule 144”), without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect;
(c) the date on which all legends restricting transfer of the Registrable Securities under the Securities Act have been removed from
the Registrable Securities.
The
foregoing description of the Registration Rights Agreement is a summary only, does not purport to be complete, and is qualified in its
entirety by the full terms and conditions of the Registration Rights Agreement. The form of Registration Rights Agreement is filed as
Exhibit 10.3 to this Current Report and is incorporated herein by reference.
Securities
Purchase Agreement
On
July 20, 2026, the Company entered into a Securities Purchase Agreement with Lombard Street Partners, LLC, pursuant to which the Company
sold 6,666,667 shares of its Common Stock to Lombard Street Partners, LLC for an aggregate amount of $1,000,000.05. The Company agreed
to issue one half of such shares promptly after the execution of such agreement and the remainder of such shares on July 24, 2026. The
purchase price also is being paid in two installments, with one half paid on July 22, 2026 and the remainder paid on July 24, 2026.
The
Company agreed to file a registration statement with the Securities and Exchange Commission registering the resale of such shares within
two weeks following the effective date of its Form S-4 registration statement related to its proposed business combination among the
Company, Southern Energy Renewables, Inc. and DevvStream Corp.
The
foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions thereof, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by
reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 3.02 by reference. The Company
issued all of such securities in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act,
and/or Rule 506(b) of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 10.1
|
|
Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, dated July 16, 2026, by and between the Company and Hollywood. |
| 10.2 |
|
Warrant Purchase Agreement, dated as of July 17, 2026, by and between the Company and GL PART SPV II, LLC |
| 10.3 |
|
Form of Registration Rights Agreement by and between the Company and GL PART SPV II, LLC. |
| 10.4 |
|
Securities Purchase Agreement between the Company and Lombard Street Partners, LLC dated July 20, 2026. |
| 104 |
|
Cover
page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
July 22, 2026 |
|
| |
XCF
GLOBAL, INC. |
| |
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Chief
Executive Officer |
