XCF Global raises $1M via 6.9M-share warrant
SAFX raised $1 million via a privately placed warrant granting rights to buy up to 6.89 million shares at $2.50 each.
Rhea-AI Filing Summary
XCF Global, Inc. (SAFX) entered into a Warrant Purchase Agreement with GL PART SPV II, LLC in connection with an amendment to its Business Combination Agreement. The company issued an Initial Warrant to purchase up to 6,891,798 shares of Class A Common Stock at an exercise price of $2.50 per share, subject to adjustment.
On September 14, 2026, the investor, an entity controlled by the company’s largest beneficial owner, paid $1,000,000 for the Initial Warrant, equal to $0.1451 per underlying share, in a private placement. The warrants are exercisable for cash or on a cashless basis, with customary anti-dilution adjustments, and were issued under exemptions from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.
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Filing Explained
The warrant agreement was a condition to the effectiveness of the amended business-combination agreement, and its September 14 closing is complete; the filing does not state that the amendment itself became effective, while the warrant remains exercisable for up to 6,891,798 shares.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Initial Warrant share capacity: 6,891,798 shares
Warrant exercise price: $2.50 per share
Warrant purchase price: $1,000,000
+3 more
6 metrics
Initial Warrant share capacity
6,891,798 shares
Maximum number of Class A Common Stock shares purchasable under the Initial Warrant
Warrant exercise price
$2.50 per share
Exercise price for each share under the Initial Warrant, subject to adjustment
Warrant purchase price
$1,000,000
Total cash paid by GL PART SPV II, LLC for the Initial Warrant on September 14, 2026
Per Warrant Share Purchase Price
$0.1451 per underlying share
Implied price per share of Common Stock underlying the Initial Warrant
Filing date
September 15, 2026
Date XCF Global, Inc. reported the warrant transaction
Initial Closing date
September 14, 2026
Date of closing of the sale of the Initial Warrant
Key Terms
Warrant Purchase Agreement, Business Combination Agreement, cashless basis, Section 4(a)(2) of the Securities Act, +1 more
5 terms
Warrant Purchase Agreement financial
"entered into a warrant purchase agreement (the “Warrant Purchase Agreement”)"
A warrant purchase agreement is a contract that sets the terms under which an investor buys warrants—securities that give the holder the right to buy a company's stock at a fixed price before a set expiration date. It spells out quantity, exercise price, expiration, transfer limits and any special protections, like registration or indemnity clauses. For investors, it matters because the agreement determines potential future ownership, dilution of existing shares, timing of cash flows and how easily those warrants can be converted or sold, similar to buying a coupon that can be turned into stock later under agreed rules.
Business Combination Agreement financial
"entered into Amendment No. 1 to the Business Combination Agreement"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
cashless basis financial
"The Warrants may be exercised for cash or on a cashless basis."
An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.
Section 4(a)(2) of the Securities Act regulatory
"in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Rule 506(b) of Regulation D regulatory
"and/or Rule 506(b) of Regulation D promulgated thereunder"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did XCF Global, Inc. (SAFX) announce in this Form 8-K?
XCF Global, Inc. announced a Warrant Purchase Agreement with GL PART SPV II, LLC, issuing an Initial Warrant to purchase up to 6,891,798 shares of Class A Common Stock at $2.50 per share in a private placement for $1,000,000 of proceeds.
How much cash did XCF Global, Inc. (SAFX) receive from the warrant sale?
XCF Global, Inc. received $1,000,000 from GL PART SPV II, LLC for the Initial Warrant, which equates to $0.1451 per share of Class A Common Stock underlying the warrant, referred to as the Per Warrant Share Purchase Price.
Who is the investor in the SAFX warrant purchase and what is their relationship to the company?
The investor is GL PART SPV II, LLC, which is controlled by Majique Ladnier. Majique Ladnier is described as the largest beneficial owner of XCF Global, Inc.’s Common Stock.
How can the SAFX warrants be exercised?
The warrants issued under the Warrant Purchase Agreement may be exercised either for cash or on a cashless basis. The exercise price and number of shares issuable are subject to adjustment for stock splits, combinations, stock dividends or similar events.
Under which securities law exemptions were the SAFX warrants issued?
XCF Global, Inc. states that the securities were issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D as transactions by an issuer not involving a public offering.
AI-generated analysis. How Rhea-AI works. Not financial advice.
