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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): November 25, 2025 (November 19, 2025)
XCF
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42687 |
|
33-4582264 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2500
CityWest Blvd, Suite 150-138
Houston,
TX 77042
(Address
of principal executive offices, including zip code)
(346)
630-4724
(Registrant’s
telephone number, including area code)
N/A
(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 obligations of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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
November 19, 2025, XCF Global, Inc. (the “Company” or “XCF”) and certain subsidiaries entered into a series of
agreements to convert or permit the conversion of outstanding payables, liabilities, and notes owed to certain creditors, some of which
are related parties of the Company, into shares of the Company’s Class A Common Stock (the “Conversion Agreements”).
Each Conversion Agreement provides for the extinguishment of specified obligations in exchange for the issuance of shares of Class A
Common Stock.
Encore
DEC, LLC Payable Settlement
On
November 19, 2025, the Company, New Rise Renewables Reno, LLC (“New Rise Reno”), a subsidiary of the Company, and Encore
DEC, LLC (“Encore”) entered into a payable acknowledgement and settlement agreement (the “Encore Agreement”),
pursuant to which $28,000,000 of the then outstanding accounts payable due to Encore will be settled through the issuance of shares of
the Company’s Class A Common Stock. Encore provides Engineering, Procurement and Construction (“EPC”) services to the
Company. Encore is 100% owned by Randy Soule, the majority shareholder of the Company, and has provided feedstock degumming hydrotreater
off gas conservation system construction services and sustainable aviation fuel conversion services to New Rise Reno.
Under
the Encore Agreement, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock
on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately
preceding the agreement date. The conversion price was determined to be $0.7613 per share and will result in 36,779,193 shares of Class
A Common Stock being issued to Encore. After the conversion, Randall Soule will beneficially own approximately 53.6% of the Company’s
outstanding Class A Common Stock.
The
foregoing description of the Encore Agreement does not purport to be complete and is qualified in its 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.
Encore
DEC, LLC Company Support Agreement
On
November 24, 2025, the Company and Encore entered into a Company Support Agreement (the “Encore Company Support Agreement”),
pursuant to which, Encore agreed not to transfer, sell, hedge, pledge, or otherwise dispose of 35% of Encore’s 36,779,193 beneficially
owned shares of Class A Common Stock of the Company (12,872,718 shares) until the earlier to occur of (a) the date the Company waives
the Encore Company Support Agreement and (b) six months from the date in which the registration statement filed by the Company with the
Securities and Exchange Commission to register the resale of the shares held by Encore becomes effective under the Securities Act of
1933, as amended.
The
Encore Support Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
GL
Part SPV I, LLC
Loan
Acknowledgement and Conversion Agreement
On
November 19, 2025, the Company, New Rise Reno and GL Part SPV I, LLC (“GL”) entered into a loan acknowledgement and conversion
agreement (the “GL Loan Agreement”) whereby GL has the right to convert $2,350,000 of the then outstanding loan payable to
GL into shares of the Company’s Class A Common Stock. GL is an existing shareholder of the Company and previously provided debt
and loan financing to the Company and its subsidiaries. Subsequent to the parties’ execution and delivery of the GL Loan Agreement,
GL provided notice to the Company of its intention to exercise its conversion right.
Under
the GL Loan Agreement, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock
on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately
preceding the agreement date. The conversion price was determined to be $0.7613 per share and will result in 3,086,825 shares of Class
A Common Stock being issued to GL.
The
foregoing description of the GL Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
thereof, the form of which is filed as Exhibit 10.3 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference.
Amendment
No. 1 to Form of Promissory Note
On
November 19, 2025, the Company, XCF Global Capital, Inc. and GL entered into an amendment to the form of promissory note dated April
17, 2025 (the “Amendment No. 1”) whereby GL has the right to convert $2,500,000 of the then outstanding principal amount
and $300,000 of interest due to GL into shares of the Company’s Class A Common Stock. Subsequent to the parties’ execution
and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under
the Amendment No. 1, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock
on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately
preceding the agreement date. The conversion price was determined to be $0.7613 per share and will result in 3,677,919 shares of Class
A Common Stock being issued to GL.
The
foregoing description of the Amendment No. 1 does not purport to be complete and is qualified in its entirety by the terms and conditions
thereof, the form of which is filed as Exhibit 10.4 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference.
Amendment
No. 2 to Form of Promissory Note
On
November 19, 2025, the Company, XCF Global Capital, Inc. and GL entered into an amendment to the form of promissory note dated February
13, 2025 (the “Amendment No. 2”) whereby GL has the right to convert $1,200,000 of the then outstanding principal amount
and $240,000 of interest due to GL into shares of the Company’s Class A Common Stock. Subsequent to the parties’ execution
and delivery of the GL Loan Agreement, GL provided notice to the Company of its intention to exercise its conversion right.
Under
the Amendment No. 2, the conversion price is equal to the higher of: (a) the closing price of the Company’s Class A Common Stock
on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately
preceding the agreement date. The conversion price was determined to be $0.7613 per share and will result in 1,891,501 shares of Class
A Common Stock being issued to GL.
After
the conversions pursuant to the GL Loan Agreement, the Amendment No. 1 and the Amendment No. 2, GL Part SPV I, LLC will be deemed to
beneficially own through itself, GL Part SPV II, LLC and EEME Energy SPV I, LLC, approximately 19.9% of the Company’s outstanding
Class A Common Stock.
The
foregoing description of the Amendment No. 2 does not purport to be complete and is qualified in its entirety by the terms and conditions
thereof, the form of which is filed as Exhibit 10.5 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference.
Focus
Impact BHAC Sponsor, LLC Company Support Agreement
On
November 24, 2025, the Company and Focus Impact BHAC Sponsor, LLC (“Focus Impact”) entered into a Company Support Agreement
(the “Focus Impact Company Support Agreement”), pursuant to which, Focus Impact agreed not to transfer, sell, hedge, pledge,
or otherwise dispose of 100% of its 3,306,944 beneficially owned shares of Class A Common Stock of the Company until the earlier to occur
of (a) the date the Company waives the Focus Impact Company Support Agreement and (b) six months from the date in which the registration
statement filed by the Company with the Securities and Exchange Commission to register the resale of the shares held by Focus Impact
becomes effective under the Securities Act of 1933, as amended.
The
Focus Impact Company Support Agreement is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated into this Item
1.01 by reference.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The
information set forth in Item 1.01 of this Current Report on Form 8-K under “Encore DEC, LLC Payable Settlement,” “Loan
Acknowledgement and Conversion Agreement,” “Amendment No. 1 to Form of Promissory Note” and “Amendment No. 2
to Form of Promissory Note” is incorporated by reference into this Item 2.03.
| 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 “Encore DEC, LLC Payable Settlement,” “Loan
Acknowledgement and Conversion Agreement,” “Amendment No. 1 to Form of Promissory Note,” and “Amendment No. 2
to Form of Promissory Note” is incorporated into this Item 3.02 by reference.
Narrow
Road Note
On
May 1, 2025, XCF Global Capital, Inc. (“Legacy XCF”) and Narrow Road Capital, Ltd. entered into a promissory note (the “Narrow
Road Note”) for the gross principal amount of $700,000. The Narrow Road Note bears interest of $140,000, is unsecured, and is due
at the earlier of (i) September 30, 2025, or (ii) an event of default (as specified in the Narrow Road Note), if such note is then declared
due and payable in writing by the holder. In connection with the issuance of the Narrow Road Note, the holder has the right, but not
the obligation, to elect to receive up to 280,000 shares of common stock of the Company, at any time on or before the earlier of (x)
the repayment of the Narrow Road Note in full, or (ii) six (6) months from issuance of the Narrow Road Note. This right lapses automatically
if not exercised by such date. If such share issuance occurs after the closing of Legacy XCF’s proposed business combination transaction
with Focus Impact, the shares to be issued will be calculated based on the finalized conversion ratio applicable to shares of XCF in
connection with the business combination closing. On May 30, 2025, Narrow Road elected to receive 500 shares of Legacy XCF stock. On
September 10, 2025, Narrow Road elected the right to receive the remaining outstanding 279,500 shares associated with the note which
were convertible into 191,813 shares of XCF.
As
of September 30, 2025, the Company had not yet repaid the outstanding principal amount of the Narrow Road Note. Beginning on the first
day of each subsequent calendar quarter the Narrow Road Note has not been repaid, XCF is required to pay a stock-based penalty of 20%
of the outstanding principal balance with the number of shares determined by the previous 10-days’ variable weighted-average price
of XCF’s Class A common stock as quoted on Nasdaq. As a result, on November 21, 2025, XCF issued 102,233 shares of Class A common
stock to Narrow Road Capital, Ltd.in satisfaction of the non-repayment penalty.
Cribb
Note
On
May 14, 2025, Legacy XCF and Gregory Segars Cribb entered into a promissory note (the “Cribb Note”) for the gross principal
amount of $250,000. The Cribb Note bears interest of $50,000, is unsecured, and is due at the earlier of (i) September 30, 2025, or (ii)
an event of default (as specified in the Cribb Note), if such note is then declared due and payable in writing by the holder. In connection
with the issuance of the Cribb Note, the holder has the right, but not the obligation, to elect to receive up to 100,000 shares of common
stock of the Company, at any time on or before the earlier of (x) the repayment of the Cribb Note in full, or (ii) six (6) months from
issuance of the Cribb Note. This right lapses automatically if not exercised by such date. If such share issuance occurs after the closing
of Legacy XCF’s proposed business combination transaction with Focus Impact, the shares to be issued will be calculated based on
the finalized conversion ratio applicable to shares of Legacy XCF in connection with the business combination closing. On May 30, 2025,
Gregory Segars Cribb elected to receive 500 shares of Legacy XCF stock. On September 10, 2025, Gregory Segars Cribb elected the right
to receive the remaining outstanding 99,500 shares associated with the note were convertible into 68,214 shares of XCF.
As
of September 30, 2025, the Company had not yet repaid the outstanding principal amount of the Cribb Note. Beginning on the first day
of each subsequent calendar quarter the Cribb Note has not been repaid, XCF is required to pay a stock-based penalty of 20% of the outstanding
principal balance with the number of shares determined by the previous 10-days’ variable weighted-average price of XCF’s
Class A common stock as quoted on Nasdaq. As a result, on November 21, 2025, XCF issued 36,512 shares of Class A common stock to Gregory
Segars Cribb.in satisfaction of the non-repayment penalty.
EEME
Energy Convertible Note Purchase Agreement
On
July 29, 2025, XCF and EEME Energy SPV I LLC (“EEME Energy”) entered into a Convertible Note Purchase Agreement (the “Note
Purchase Agreement”) on July 29, 2025, pursuant to which the Company agreed to issue and sell up to $7.5 million in aggregate principal
amount of convertible promissory notes (the “Note” or “Notes”) in one or more closings. In connection with the
execution of the Note Purchase Agreement, the Company also agreed to pay an arrangement fee and advisory fee to EEME Energy, which will
be paid through the issuance of 750,000 shares of the Company’s Class A Common Stock as it relates to the arrangement fee and 200,000
of the Company’s Class A Common Stock as it relates to the advisory fee.
In
connection with the Company’s issuance of the Notes, the Company will pay to EEME Energy upfront interest equal to 13.3% of the
principal amount of the applicable Notes. In lieu of the Company having any obligation to make cash interest payments under such Notes,
the Company and EEME Energy agreed to settle the interest payment through a share conversion pursuant to which the Company shall issue
shares of the Company’s Class A Common Stock (the “Interest Payment Conversion Shares”) calculated by dividing (x)
the amount of interest that would otherwise be due and payable on the applicable Notes at such Notes’ maturity date (calculated
as 13.3% of the principal amount of the applicable Note) by (y) the applicable conversion price.
| |
a. |
On
July 29, 2025, the Company and EEME Energy consummated the initial closing and issued a Note in the aggregate principal amount of
$2.0 million to EEME Energy (the “Initial EEME Financing”). Also on July 29, 2025, EEME Energy elected to convert the
entire outstanding principal of $2,000,000 and the interest payment conversion amount of $266,000 into Company’s Common stock.
The conversion price was approximately $1.58 per share (10% discount to the 5-day variable weighted average price of $1.76), resulting
in the issuance of 1,430,550 shares of Common stock to EEME Energy. |
| |
b. |
On
August 11, 2025, the Company and EEME Energy consummated a subsequent closing and issued a Note in the aggregate principal amount
of $4.0 million to EEME Energy (the “Subsequent EEME Financing” and together with the Initial EEME Financing, the “EEME
Financing”). Also on August 11, 2025, EEME Energy elected to convert the entire outstanding principal of $4,000,000 and the
interest payment conversion amount of $532,000 into Company’s Common stock. The conversion price was approximately $1.20 per
share (5% discount to the 5-day variable weighted average price of $1.26), resulting in the issuance of 3,785,670 shares of Common
stock to EEME Energy. |
| |
c. |
On
November 17, 2025, the Company and EEME Energy consummated a subsequent closing and issued a Note in the aggregate principal amount
of $1.2 million to EEME Energy (the “November EEME Financing” and together with the Initial EEME Financing and the August
EEME Financing, the “EEME Financing”). Also on November 17, 2025, EEME Energy elected to convert the entire outstanding
principal of $1,200,000 and the interest payment conversion amount of $159,600 into Company’s Common stock and assigned the
shares to a third-party (Innovativ Media Group, Inc.). The conversion price was approximately $0.64 per share (5% discount to the
5-day variable weighted average price of $0.67), resulting in the issuance of 2,131,823 shares of Common stock to Innovativ Media
Group, Inc. |
| |
|
|
| |
d. |
On
November 21, 2025, the Company issued 950,000 shares of Class A Common stock to EEME Energy as settlement for the arrangement fee
and advisory fee in connection with the Note Purchase Agreement. |
Polar
Multi-Strategy Master Fund
On
November 21, 2025, the Company issued 240,000 shares of its Class A Common Stock to Polar Multi-Strategy Master Fund (“Polar”)
in connection with the Subscription Agreement dated November 3, 2023 (the “Polar Subscription Agreement”) originally entered
into with Focus Impact BH3 Acquisition Corp. and assumed by the Company at the closing of the business combination.
Under
the Polar Subscription Agreement, if the Company defaults on certain obligations and such default continues for five business days after
written notice, Polar is entitled to receive 0.1 shares of Class A Common Stock per dollar of funded capital contribution on the default
date, and an additional 0.1 shares per dollar of funded capital contribution on each monthly anniversary of the default date until the
default is cured.
As
the original subscription amount of $1.2 million remains outstanding and unpaid, a default occurred on each of October 13, 2025 and November
13, 2025. In accordance with the default-share provisions, the Company issued 240,000 shares to Polar on November 21, 2025.
BTIG,
LLC
On
November 21, 2025, the Company issued 133,333 shares of its Class A Common Stock to BTIG, LLC (“BTIG”) in connection with
that certain letter agreement dated November 2, 2023 (the “Letter Agreement”) originally entered into by Crixus BH3 Acquisition
Company and assumed by the Company upon completion of the business combination among the Company, Focus Impact BH3 Acquisition Corp.
(as successor to Crixus BH3 Acquisition Company), and certain related entities.
Under
the Letter Agreement, BTIG is entitled to receive a capital markets advisory fee payable in shares of the public company that survives
the business combination. The number of shares issuable is equal to the greater of: (i) 100,000 shares, and (ii) the quotient obtained
by dividing $1,000,000 by the variable weighted average price of the Company’s Class A Common Stock for the five (5) trading days
immediately preceding the initial filing of the registration statement registering the resale of such shares, provided that the VWAP
used in this calculation shall not be less than $7.50.
Based
on the applicable VWAP calculation, the number of shares issuable to BTIG was determined to be 133,333 shares, which the Company issued
on November 21, 2025.
Sumon
Chaudhuri
On
November 21, 2025, the Company issued 62,754 shares of its Class A Common Stock to Sumon Chaudhuri in settlement of consulting fees owed
to him for services rendered in September, October, and November 2025. Mr. Chaudhuri provides consulting services to the Company.
Under
his consulting arrangement, Mr. Chaudhuri is entitled to a monthly consulting fee of $20,000, payable in either cash or shares of the
Company’s Class A Common Stock upon mutual agreement between Mr. Chaudhuri and the Company. When payment is made in stock, the
number of shares is determined based on the five-day volume-weighted average price (“VWAP”) of the Company’s Class
A Common Stock as of the issuance date, and any such issuances are made following approval by the Board of Directors where required.
The
62,754 shares issued on November 21, 2025 represent the agreed-upon stock-settled compensation for the applicable months.
None
of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, or the payment
of any consideration in connection with the solicitation of an exercise or conversion. The issuances of the shares described above were
issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation
D promulgated under the Securities Act, or, in the case of conversions or exercises of securities for Common Stock, Section 3(a)(9) of
the Securities Act.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 10.1 |
|
Payable Acknowledgment and Settlement Agreement dated November 19, 2025 |
| 10.2 |
|
Encore Company Support Agreement dated November 24, 2025 |
| 10.3 |
|
Loan Acknowledgement and Conversion Agreement dated November 19, 2025 |
| 10.4 |
|
Amendment No. 1 to Form of Promissory Note dated November 19, 2025 |
| 10.5 |
|
Amendment No. 2 to Form of Promissory Note dated November 19, 2025 |
| 10.6 |
|
Focus Impact BHAC Sponsor, LLC Company Support Agreement Dated November 24, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
XCF
GLOBAL, INC. |
| |
|
|
| |
By: |
/s/
Simon Oxley |
| |
Name:
|
Simon
Oxley |
| |
Title: |
Chief
Financial Officer |
Date:
November 25, 2025
