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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): September 15, 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
Warrant
Purchase Agreement
As
previously disclosed, on September 14, 2026, XCF Global, Inc. (the “Company”), DevvStream Corp., Southern Energy
Renewables Inc., Southern Merger Sub Inc., DevvStream Merger Sub Inc., EEME Energy SPV I LLC and GL PART SPV I, LLC entered into Amendment
No. 1 to the Business Combination Agreement, dated as of April 13, 2026 (the “BCA”) (the “BCA Amendment”). As
a condition to the effectiveness of the BCA Amendment, on September 14, 2026, XCF Global, Inc. 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.
On September 14, 2026, the Investor paid $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”). The closing of the sale of the Initial Warrant
(the “Initial Closing”) occurred on September 14, 2026.
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 10.1 and 4.1, respectively, to this Current Report and are incorporated herein
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
|
|
Warrant Purchase Agreement, dated as of September 14, 2026, by and between the Company and GL PART SPV II, LLC |
| 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:
September 15, 2026 |
|
| |
XCF
GLOBAL, INC. |
| |
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Chief
Executive Officer |
