XCF Global (SAFX) borrows cash, puts millions of shares at risk
Rhea-AI Filing Summary
XCF Global, Inc. (ticker SAFX) entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement with Abri Capital Limited. The agreement provides a $666,666 senior secured loan with a 25% original issue discount, resulting in a $500,000 purchase price. The note bears 10% annual interest, payable monthly, and matures on August 20, 2026, with default interest of 18% per year. The note is non‑amortizing, so no principal payments are due before maturity. As consideration, XCF Global will issue a non‑refundable commitment fee of 500,000 Class A common shares and must reserve 5,000,000 additional shares as Default Shares issuable upon any Event of Default. The loan is secured by a first‑priority security interest over specified assets of XCF Global, excluding its subsidiaries’ assets, and was issued under private offering exemptions including Section 4(a)(2) and Rule 506(b) of Regulation D.
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8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Loan principal amount: $666,666
Purchase price (net proceeds): $500,000
Original issue discount: 25%
+5 more
8 metrics
Loan principal amount
$666,666
Senior secured promissory note principal amount
Purchase price (net proceeds)
$500,000
Loan funded amount after 25% original issue discount
Original issue discount
25%
Discount applied to the $666,666 senior secured loan
Stated interest rate
10% per annum
Interest rate on the note, payable monthly until maturity
Default interest rate
18% per annum
Interest rate applicable upon an Event of Default
Commitment fee shares
500,000 shares
Non‑refundable Class A Common Stock issued as commitment fee
Reserved Default Shares
5,000,000 shares
Authorized but unissued shares reserved for issuance upon default
Maturity date
August 20, 2026
Date when principal on the note becomes due
Key Terms
Original Issue Discount, first-priority security interest, Event of Default, Regulation D, +1 more
5 terms
Original Issue Discount financial
"entered into a Senior Secured 25% Original Issue Discount Promissory Note"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
first-priority security interest financial
"the Company granted Abri a first-priority security interest in all inventories"
A first-priority security interest is a lender’s legal claim that is at the front of the line to be paid from specific collateral if a borrower defaults or goes bankrupt. Investors care because holding first priority means a higher chance of recovering money compared with lower-ranked creditors, similar to having the first ticket in a queue: you get served before others and face less risk of loss if the asset’s value is limited.
Event of Default financial
"Default Shares to be issued to Abri immediately upon any Event of Default"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Regulation D regulatory
"Rule 506(b) of Regulation D promulgated thereunder as transactions"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Section 4(a)(2) regulatory
"exemption from securities registration afforded by Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
FAQ
What financing did XCF Global, Inc. (SAFX) enter into on August 12, 2026?
XCF Global entered into a $666,666 senior secured loan with Abri Capital Limited on August 12, 2026. The loan has a 25% original issue discount, so the company receives $500,000 in proceeds under a secured promissory note.
What are the interest rate and maturity of XCF Global’s new note (SAFX)?
The note bears 10% annual interest, payable monthly, and matures on August 20, 2026. If an Event of Default occurs, the interest rate increases to 18% per annum, and the note remains non‑amortizing until maturity.
What equity components are included in XCF Global’s new loan agreement (SAFX)?
XCF Global agreed to issue 500,000 Class A common shares as a non‑refundable commitment fee. It must also reserve 5,000,000 shares as Default Shares, issuable to the lender immediately upon any Event of Default defined in the agreement.
How is the new XCF Global (SAFX) loan secured?
The loan is secured by a first‑priority security interest in XCF Global’s inventories, accounts, environmental attributes, deposit and securities accounts, equipment, chattel paper, and proceeds. The security interest covers only XCF Global, Inc.’s assets, not any subsidiary assets.
AI-generated analysis. How Rhea-AI works. Not financial advice.
