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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): May 22, 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
CityWest Blvd. Suite 150-138
Houston,
Texas
(Address
of principal executive offices) |
|
77042
(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
Private
Placement Issuances
On
May 22, 2026, XCF Global, Inc. (the “Company”), entered into a securities purchase agreement (the “Brown
Stone Agreement”) with Brown Stone Capital Ltd. (“Brown Stone”), pursuant to which the Company agreed to
issue 13,333,340 shares (the “Brown Stone Shares”) of its Class A common stock, par value $0.0001 (“Common
Stock”) for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.
On
May 25, 2026, the Company entered into a securities purchase agreement (the “EEME Agreement”) with EEME Energy SPV
I, LLC (“EEME”), pursuant to which the Company agreed to issue 13,333,340 shares (the “EEME Shares”
and together, with the Brown Stone Shares, the “Shares”) of its Common Stock for aggregate gross proceeds of approximately
$2 million at a price per share of $0.15.
The
Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued
in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D
as promulgated under the Securities Act. Each of Brown Stone and EEME have represented that it is an accredited investor, as defined
in Rule 501 of Regulation D promulgated under the Securities Act.
The
foregoing descriptions of the Brown Stone Agreement and EEME Agreement do not purport to be complete and are qualified in their entirety
by the terms and conditions thereof, the form of 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.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K under “Private Placement Issuances,” is incorporated
into this Item 3.02 by reference.
Item
8.01 Other Events.
On
May 29, 2026, the Company issued a press release regarding the Brown Stone Agreement and EEME Agreement. A copy of the press release
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 |
| 10.1
|
|
Form
of Securities Purchase Agreement |
| 99.1 |
|
Press Release dated May 29, 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:
May 29, 2026 |
|
| |
XCF
GLOBAL, INC.
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
XCF
Global Announces Additional Equity Capitalization and Nears Completion of Upgrades to New Rise Reno Facility and Operational Restart
HOUSTON,
TX / ACCESS Newswire / May 29, 2026 / XCF Global, Inc. (“XCF”) (NASDAQ: SAFX), a U.S.-based producer of renewable diesel
and sustainable aviation fuel (“SAF”) focused on decarbonizing transportation while supporting domestic fuel supply and energy
security, today announced that it has entered into additional securities purchase agreements for the private placement of an aggregate
of 26,666,680 shares of the Company’s common stock for total gross proceeds of $4,000,002
“We
are pleased to announce this additional equity capital, which we believe provides further support for the execution of our strategic
priorities,” stated Chris Cooper, XCF’s Chief Executive Officer. “As we begin finalizing our planned upgrade of our
New Rise Renewables Reno facility for production in June, this financing enhances our flexibility as we work to move those efforts forward.”
In
addition, XCF has completed key upgrade work at its New Rise Reno refinery, and the facility is now in the final phase of its planned
conversion. The work remains on schedule and XCF believes it will resume production in early June as planned, subject to catalyst receipt,
final commissioning and standard start-up procedures.
Under
the terms of the securities purchase agreements, XCF agreed to register the resale of the shares with the U.S. Securities and Exchange
Commission in the future.
XCF
believes these financings reflect continued investor support for the Company’s strategy as it advances its planned facility upgrade,
broader corporate initiatives and the next phase of its growth.
The
offer and sale of the foregoing securities were made in a transaction not involving a public offering, and the securities have not been
registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the securities may not be
offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
About
XCF Global, Inc.
XCF
Global, Inc. (“XCF”) is a U.S.-based producer of renewable diesel and sustainable aviation fuel (“SAF”) focused
on decarbonizing transportation while supporting domestic fuel supply and energy security. Our flagship facility, New Rise Renewables
Reno, has a permitted nameplate production capacity of 38 million gallons per year. 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 renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.
To
learn more, visit www.xcf.global
Contacts
XCF
Global: Corporate Comms
media@xcf.global
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements
regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF’s commercial operations
and growth strategy, and the expected to return to operations of XCF’s New Rise Renewables Reno facility in June 2026. All statements,
other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and
results and other statements that are not historical facts and are sometimes identified by the words “aim,” “may,”
“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”
“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”
“plan,” “could,” “would,” “project,” “predict,” “continue,” “target,”
“objective,” “goal,” “designed,” or the negatives of these words or other similar terms or expressions
that concern XCF’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current
plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those
expressed or implied by such forward-looking statements.
We
can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially
from any plans, estimates, or expectations in such forward-looking statements.
Forward-looking
statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties
that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important
factors that could cause actual results, developments or outcomes to differ materially include, among others: (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 business combination agreement with DevvStream Corp. and Southern Energy Renewables
Inc. (the “Business Combination”) and/or its 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) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated
with operating as a public company; and (23) 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 its most recent Form 10-K, filed with the SEC on March 31, 2026, 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.
Although
the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction.
The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the
business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction
will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.
