How was the share purchase price for Helena determined under the XCF Global agreement?

For each advance, Helena’s purchase price was the lowest intraday sale price of XCF Global’s common shares during the three trading days starting on the date Helena received those shares. This formula directly tied Helena’s cost to short-term market trading levels.

XCF Global ends $50M Helena stock purchase deal

XCF Global, Inc. terminated its Purchase Agreement with Helena Global Investment Opportunities I LTD, which had allowed the company to issue and sell up to $50,000,000 of common stock from time to time.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

XCF Global, Inc. terminated its Purchase Agreement with Helena Global Investment Opportunities I LTD, which had allowed the company to issue and sell up to $50,000,000 of common stock from time to time. Under that arrangement, Helena’s purchase price was the lowest intraday sale price during the three trading days after receiving each share delivery.

With the termination, approximately 55,000,000 shares of common stock that had been reserved for potential issuance to Helena are no longer reserved. The company states this reduces potential dilution and market overhang, including possible shorting activity, while it retains flexibility to pursue other financing alternatives.

Insights

XCF Global cancels a $50M equity line, trading dilution risk for financing flexibility.

XCF Global ended its equity purchase arrangement with Helena Global Investment Opportunities I LTD, which had enabled stock sales of up to $50,000,000. Pricing was based on the lowest intraday sale price over three trading days after Helena received shares, a structure often linked to potential pressure on share prices.

The company notes that about 55,000,000 previously reserved shares are no longer reserved, which it characterizes as reducing potential dilution and market overhang, including possible shorting activity. However, this also removes an available funding source, so future financing will depend on alternative structures the company chooses.

The filing emphasizes that XCF Global retains flexibility to pursue other financing options. Subsequent disclosures may clarify whether replacement capital arrangements are secured and on what terms, which will shape how this trade-off between dilution and liquidity evolves.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity line capacity: $50,000,000 common stock Reserved shares released: 55,000,000 shares Pricing window: three (3) trading days

3 metrics

Equity line capacity $50,000,000 common stock Maximum aggregate amount issuable under Purchase Agreement

Reserved shares released 55,000,000 shares Common stock no longer reserved after agreement termination

Pricing window three (3) trading days Period used to determine lowest intraday sale price for Helena

Key Terms

Purchase Agreement, advance notice, lowest intraday sale price, market overhang, +1 more

5 terms

Purchase Agreement financial

"terminated that certain Purchase Agreement (the “Agreement”) dated as of May 30, 2025"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

advance notice financial

"purchased by Helena pursuant to an advance notice was, pursuant to the Agreement"

lowest intraday sale price financial

"the purchase price ... was ... the lowest intraday sale price for the Common Shares"

market overhang financial

"are no longer reserved, reducing the related potential dilution and associated market overhang"

Market overhang is the expectation that a sizable block of a company's shares or related securities will soon become available for sale, adding extra supply that can pressure the stock price. Examples include shares held by insiders, shares locked up after an offering, or convertible debt that can turn into stock. Investors watch overhang because uncertainty about when and how much will hit the market can increase price swings, make gains harder to sustain, and complicate valuation—like a cloud that may dim demand until it passes.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did XCF Global (SAFX) announce regarding its financing agreement with Helena?

XCF Global terminated its Purchase Agreement with Helena Global Investment Opportunities I LTD. That agreement had allowed the company to sell up to $50,000,000 of common stock over time, subject to specified pricing and other conditions in the contract.

How large was the XCF Global (SAFX) stock purchase facility with Helena?

The Purchase Agreement authorized XCF Global to issue and sell up to $50,000,000 of its common stock to Helena. Sales could occur from time to time, based on advance notices and the pricing formula defined in the agreement’s terms.

What happens to the 55 million XCF Global shares reserved under the Helena agreement?

Upon termination of the Purchase Agreement, approximately 55,000,000 shares previously reserved for possible issuance to Helena are no longer reserved. XCF Global states this change reduces potential dilution and market overhang, including potential shorting activity by market participants.

Does XCF Global (SAFX) still have flexibility to raise capital after ending the Helena deal?

Yes. XCF Global notes that, despite terminating the Helena Purchase Agreement, it retains flexibility to pursue financing alternatives. Future capital raises, if any, would use other structures or counterparties the company deems appropriate.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 04:05 PM

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): June 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

(Address of principal executive offices)

77056

(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 1.02.

Termination of a Material Definitive Agreement

On June 15, 2026, XCF Global Capital, Inc. (the “Company”) terminated that certain Purchase Agreement (the “Agreement”) dated as of May 30, 2025, by and between the Company, Helena Global Investment Opportunities I LTD. (the “Investor”), and Focus Impact Bh3 Newco, Inc., a Delaware corporation. As previously disclosed, pursuant to the Agreement, the Company had the right to issue and to sell to Helena from time to time, as provided in the Agreement, up to $50,000,000 of Company’s Common Stock, subject to the conditions set forth therein. The purchase price for the Common Stock so purchased by Helena pursuant to an advance notice was, pursuant to the Agreement, the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to each such advance. Upon termination of the Agreement, the approximately 55,000,000 shares of Common Stock previously reserved for issuance to the Investor thereunder are no longer reserved, reducing the related potential dilution and associated market overhang, including potential shorting activity by market participants. The Company retains flexibility to pursue financing alternatives as it deems appropriate.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description

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: June 17, 2026

	XCF GLOBAL, INC.

	By:	/s/ Christopher Cooper
	Name:	Christopher Cooper
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

XCF Global ends $50M Helena stock purchase deal

Rhea-AI Filing Summary

Positive

Negative