[8-K] XCF Global, Inc. Reports Material Event

Rhea-AI Filing Summary

XCF Global, Inc. (NASDAQ: SAFX) filed an 8-K disclosing two related amendments executed on July 10 2025:

• Amendment No. 1 to a Promissory Note (originally dated May 30 2025) among Focus Impact BH3 NewCo, Inc. (borrower), Helena Global Investment Opportunities I Ltd ("Helena") and Randall Soule. In exchange for a $2,249,771.14 cash payment from Helena, the Company and Soule waived Helena’s obligation to return certain Class A common shares that had been subject to Section 11.2 of the original note.
• Soule Amendment to Share Issuance Agreement (dated May 30 2025) under which Soule will return unspecified Class A shares to the Company for cancellation.

Because Amendment No. 1 alters the payment terms, the disclosure is also reported under Item 2.03 (creation of a direct financial obligation). Forms of both amendments are attached as Exhibits 10.1 and 10.2.

Key take-aways for investors:

• The Company receives $2.25 million in cash, enhancing near-term liquidity.
• The waiver means Helena retains shares that would otherwise have been returned, potentially maintaining share count higher than previously expected.
• Soule’s return of shares partly offsets the dilution, but the precise number of shares affected is not disclosed in the filing.

Positive

• $2,249,771.14 cash payment from Helena improves XCF Global’s short-term liquidity without new equity issuance.
• Soule’s agreement to return shares for cancellation could reduce outstanding share count and mitigate dilution.

Negative

• Waiver of Helena’s obligation to return shares means those shares remain outstanding, potentially increasing dilution versus prior expectations.
• The filing does not disclose the exact number of shares involved, limiting investors’ ability to quantify impact.

Insights

Financial Analyst

TL;DR: Cash inflow strengthens liquidity but waived share return may cap upside via dilution.

The $2.25 million payment is modest yet meaningful for a small-cap issuer, improving cash resources without new debt. However, by waiving Helena’s obligation to return stock, the Company forgoes a chance to cut shares outstanding, which could temper EPS accretion from future earnings. The Soule Amendment offsets this somewhat, but with no share count specified, the net dilution effect is uncertain. Overall, the event is marginally positive for liquidity and neutral-to-slightly negative for equity structure, leaving the impact balanced.

Corporate Governance Expert

TL;DR: Amendments resolve prior contractual frictions; transparency adequate, impact limited.

The Company tidies up two May 30 agreements, signaling active management of counterparty relationships. Accepting cash in lieu of share return simplifies enforcement risk, while requiring Soule to surrender shares demonstrates board attention to alignment. Governance disclosure is thorough, attaching full agreements. Nevertheless, investors lack visibility into the exact share quantities, restricting assessment of dilution and insider influence. From a governance lens, the filing is transparent but only moderately impactful.

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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): July 10, 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 July 10, 2025, XCF Global, Inc. (the “Company”) and Helena Global Investment Opportunities I Ltd (“Helena”) entered into Amendment No. 1 (“Amendment No. 1”) to Promissory Note dated May 30, 2025, by and between Focus Impact BH3 NewCo, Inc., as Borrower, Helena and Randall Soule (“Soule”). Pursuant to Amendment No. 1, in exchange for a cash payment from Helena of $2,249,771.14, the Company and Soule waived Helena’s obligation to return certain shares of the Company’s Class A Common Stock pursuant to Section 11.2 of the original Promissory Note.

The foregoing description of 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 herewith as Exhibit 10.1, and is incorporated into this Item 1.01 by reference.

On July 10, 2025, the Company and Soule agreed (the “Soule Amendment”) to amend the Share Issuance Agreement dated as of May 30, 2025 between XCF Global Capital, Inc. and Soule. Under the terms of the Soule Amendment, Soule has agreed to return to the Company for cancellation certain shares of the Company’s Class A Common Stock that had been issued to him pursuant to the original agreement between XCF Global Capital, Inc. and Soule.

The foregoing description of the Soule Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which is filed herewith as Exhibit 10.2, 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 in Item 1.01 relating to Amendment No. 1 is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
10.1			Amendment No. 1, dated as of  July 10, 2025, to Promissory Note dated May 30, 2025, by and between Focus Impact BH3 NewCo, Inc., aa Borrower, XCF Global Capital, Inc. and Helena Global Investment Opportunities I Ltd
10.2			Amendment dated July 10, 2025 Share Issuance Agreement dated as of May 30, 2025 between XCF Global Capital, Inc. and Randall Soule

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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:	July 15, 2025

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FAQ

What agreements did XCF Global (SAFX) amend on July 10, 2025?

The company amended a May 30 Promissory Note (Exhibit 10.1) and a May 30 Share Issuance Agreement with Randall Soule (Exhibit 10.2).

How much did Helena Global Investment Opportunities I Ltd pay under Amendment No. 1?

Helena paid $2,249,771.14 in cash to XCF Global and Soule.

Will XCF Global’s Class A share count change after these amendments?

Helena will keep its shares, but Randall Soule has agreed to return certain shares for cancellation; specific quantities were not disclosed.

Which Form 8-K items were triggered by this filing?

Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation).

When were the original agreements that are now amended signed?

Both the Promissory Note and the Share Issuance Agreement were originally executed on May 30 2025.