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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): April 3, 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.) |
2500
City West Blvd
Suite
150-138
Houston,
TX
|
|
77042
|
| (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, par value $0.0001 per share |
|
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.
On
April 9, 2026, XCF Global, Inc. (the “Company”) entered into a Term Sheet for a Renewable Fuel Tolling Agreement with
BGN, an independent global energy and commodities group, pursuant to which it is anticipated that the Company will provide the following
services to BGN both at its New Rise Reno facility and, potentially, a second, future XCF facility:
| |
● |
Inside-the-Fence
Logistics: Receipt, handling, and management of feedstock inventory. |
| |
● |
Production/Refining:
Processing BGN-owned feedstock into Sustainable Aviation Fuel (SAF) and Renewable Naphtha. |
| |
● |
Storage
& Blending: Provision of tankage for feedstocks and finished products, including blending services to meet commercial specifications. |
| |
● |
Marketing
Support: Coordination with BGN’s sales and logistics teams per the existing MOU. |
The
Term Sheet further contemplates that BGN will be responsible for the purchase and delivery of all renewable feedstocks to the facility
at its own cost and that the Company will produce finished products with a yield target of 2,264 bdp for SAF and 481 for renewable naptha.
The initial term of the term sheet is three years from the commencement of production.
The
parties have agreed to work in good faith to execute a definitive long form tolling agreement within 20 business days of the execution
of the Term Sheet.
Item
1.02 Termination of a Material Definitive Agreement.
On
April 2, 2026, Phillips 66 Company (“Phillips 66”) delivered formal notice (the “Notice”) to New
Rise Renewables Reno, LLC (“New Rise”), a wholly owned subsidiary of the Company, of the termination of the
Supply and Offtake Agreement, dated May 23, 2017 (as amended, the “Agreement”), between New Rise and Phillips 66.
The Notice provides that the Agreement is terminated as of May 1, 2026.
Under
the Agreement, Phillips 66 supplied feedstock, which it retains title to while such feedstock is stored at the New Rise facility, to
be used for the production of renewable diesel fuel and purchased from New Rise Reno renewable diesel fuel produced at the facility,
and purchased from New Rise Reno 100% of the renewable diesel produced at the facility.
In
connection with the termination, Phillips 66 also notified the Company that (1) has suspended its performance obligations under the Agreement,
including all product purchase, delivery, receipt, and payment obligations; (2) is demanding performance assurance, pursuant to Section
13.3 of the Agreement; and (3) it intends to exercise its rights of setoff under Section 22.5 of the Agreement and applicable law, whereby
amounts owed by Phillips 66 to New Rise may be applied against amounts owed by New Rise to Phillips 66, including feedstock receivables
and any accelerated obligations.
The
Company is evaluating the Notice and its financial impact and is in discussions with Phillips 66 regarding an orderly wind-down
and the logistical matters associated with the termination of the Agreement and feedstock recovery.
Item
8.01. Other Information
On
April 9, 2026, the Company issued a press release regarding the BGN Term Sheet. A copy of the Press Releases is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated April 9, 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:
April 9, 2026 |
|
| |
XCF
GLOBAL, INC. |
| |
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
XCF
Global and BGN Expand Strategic Relationship with Execution of Term Sheet for Renewable Fuel Tolling at XCF New Rise Renewables Reno
Facility and Future Facilities
04/08/2026
| |
● |
Strategic partnership
between XCF Global and BGN is expected to be established for a tolling framework for the production of SAF and renewable aphtha |
| |
|
|
| |
● |
The proposed agreement
seeks to build on the previous MOU focusing on the US. The parties agree to continue to work towards developing Europe
and the Middle East through production, offtake, and co-branded distribution agreements |
| |
|
|
| |
● |
The proposed agreement
seeks to advance global renewable fuel supply chains to meet rapidly rising demand for SAF |
HOUSTON,
TEXAS April 9, 2026 / XCF Global, Inc. (“XCF”) (Nasdaq:SAFX), a leader in advancing the decarbonization of the aviation
industry through Sustainable Aviation Fuel (“SAF”), today announced that it has entered into a binding term sheet with BGN
INT US LLC (“BGN”), a global renewable fuels trading, marketing, and distribution company, to explore developing a global
distribution and logistics partnership for SAF, renewable diesel (“RD”), and renewable naphtha (“RN”) (together,
“renewable fuel”).
Under
the term sheet, a tolling arrangement is expected to apply to XCF’s New Rise Renewables Reno (New Rise Reno) plant. XCF and BGN
intend to evaluate opportunities to collaborate under a renewable fuel tolling framework on renewable fuel production, marketing, and
distribution across multiple regions around the world, including Europe and the Middle East. The proposed framework includes a renewable
fuel tolling arrangement and related offtake structures, as well as the anticipated expansion and co-branded distribution agreements,
as well as joint development of renewable fuel production capacity. In addition, the proposed strategic partnership seeks to promote
the use of XCF’s SAF within industry trade associations and OEM networks, and throughout the customer value chain.
Chris
Cooper, Chief Executive Officer of XCF Global, commented:
“This
collaboration represents a critical step in expanding the global reach of renewable fuels. Partnering with BGN would enable us to leverage
our production platform, streamline logistics, and accelerate commercialization on a global scale with a world-class partner, as we prepare
to meet surging demand for sustainable aviation fuel.
“This
term sheet reflects a shared vision to advance a scalable, commercially viable framework for global renewable fuel production and distribution.”
Cenan
Ozmeral, President of BGN Int. US, LLC added:
“We
are pleased to be partnering with US based XCF in this exciting venture. BGN and XCF share a common goal to expand access to renewable
fuels and accelerate the decarbonization of the aviation industry. Together, we aim to combine XCF’s scalable production model
with BGN’s marketing and distribution network to create a seamless, efficient supply chain from feedstock to finished fuel.
“BGN’s
trading strength, risk management expertise, and integrated logistics network, will make SAF adoption practical and commercially viable
for airlines seeking to meet tightening decarbonization targets. This is a major step, which we believe will have a significant impact
on the aviation industry’s ability to reduce emissions, in one of the hardest-to-abate transport sectors.”
The
collaboration underscores both companies’ commitment to building a robust global supply chain at a time when demand for SAF is
expanding rapidly. According to the International Air Transport Association (IATA), airlines will need approximately 165 billion gallons
of SAF annually by 2050 to meet net-zero emission targets. Meeting this demand would require the construction of up to 7,000 new facilities
worldwide. Analysts project that the global SAF market could exceed $25 billion by 2030 and reach ~$270 billion by 2050, underscoring
one of the most compelling growth opportunities in the global energy transition.
This
term sheet is binding, and definitive agreement remains subject to customary due diligence, technical validation, and final agreements.
Additionally,
Phillips 66 Company delivered formal notice to New Rise Renewables Reno, LLC (“New Rise”), a wholly owned subsidiary of XCF,
of the termination of the Supply and Offtake Agreement, dated May 23, 2017, between New Rise and Phillips 66. The notice provides that
the agreement is terminated as of May 1, 2026.
About
XCF Global, Inc.
About
XCF Global, Inc.
XCF
Global, Inc. (“XCF”) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry’s
transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38
million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance
a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and
transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.
To
learn more, visit XCF.Global
About
BGN INT and BGN group of companies
BGN
is an independent global energy and commodities group, and a market leader in transition fuels. With over 8 decades experience in the
energy sector, we trade, distribute, store and finance energy solutions globally, handling approximately 50 million metric tons of commodities
annually. BGN is present throughout the energy value chain, having established strong partnerships with refineries, producers, state
oil companies and leading industrial and petro-chemical companies.
Our
diversified and agile model provides reliable and affordable energy to meet today’s global demands, while driving industry-wide
decarbonization. We are purposefully expanding into sustainable solutions including renewables, sustainable aviation fuel (SAF), LNG,
ammonia, and critical minerals and metals, essential for the energy transition. Operating from our regional trading hubs in Geneva, Dubai,
Singapore and Houston, we serve as a trusted partner to customers in over 120 countries. BGN is leading the energy transition by combining
innovation, sustainability and partnership-led growth, to responsibly shape the future energy landscape.
To
learn more, visit: https://bgn-int.com/.
Contacts
XCF
Global:
XCF Global: Corporate Comms
media@xcf.global
Forward-Looking
Statements
This
Press Release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements
regarding XCF Global’s expectations with respect to future performance and anticipated financial impacts of the recently completed
business combination with Focus Impact BH3 Acquisition Company (the “Business Combination”), estimates and forecasts of other
financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which
could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking
statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently
uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.
Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in
domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global’s expenses,
including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest
rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any agreements with regard to XCF Global’s offtake arrangements; (4) the outcome of any legal proceedings that may be instituted
against the parties to the Business Combination or others; (5) XCF Global’s ability to regain compliance with Nasdaq’s continued
listing standards and thereafter continue to meet Nasdaq’s continued listing standards; (6) XCF Global’s ability to integrate
the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global’s ability to raise financing
to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility’s ability
to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise
Reno production facility’s ability to produce renewable diesel in commercial quantities without interruption during the ongoing
SAF ramp-up process; (10) XCF Global’s ability to resolve current disputes between its New Rise subsidiary and its landlord with
respect to the ground lease for the New Rise Reno facility; (11) XCF Global’s ability to resolve current disputes between its New
Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility;
(12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13)
the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination;
(14) XCF Global’s ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which
may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks
related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities;
(17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability
of tax credits and other federal, state or local government support; (19) risks relating to XCF Global’s and New Rise’s key
intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk
that XCF Global’s reporting and compliance obligations as a publicly-traded company divert management resources from business operations;
(21) the effects of increased costs associated with operating as a public company; and (22) various factors beyond management’s
control, including general economic conditions and other risks, uncertainties and factors set forth in XCF Global’s filings with
the Securities and Exchange Commission (“SEC”), including the final proxy statement/prospectus relating to the Business Combination
filed with the SEC on February 6, 2025, this Press Release and other filings XCF Global made or will make with the SEC in the future.
If any of the risks actually occur, either alone or in combination with other events or circumstances, or XCF Global’s assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that XCF Global does not presently know or that it currently believes are not material that could also cause actual results to
differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XCF Global’s expectations,
plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied
upon as representing XCF Global’s assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance
should not be placed upon the forward-looking statements. While XCF Global may elect to update these forward-looking statements at some
point in the future, XCF Global specifically disclaims any obligation to do so.
SOURCE:
XCF Global, Inc.
