XCF Global: Stanton may share 3.31M-share ownership
Consulting-related restricted shares depend on both parties avoiding the specified termination events before January 1, 2027.
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Form Type
3/A
Rhea-AI Filing Summary
XCF Global, Inc. director Carl Stanton may be deemed to share beneficial ownership of 3,306,944 shares held by Focus Impact BHAC Sponsor, LLC and 257,352 shares held by Focus Impact Partners, LLC; he is a partner of both. Focus Impact Partners, LLC was granted restricted Class A Common Stock for accrued unpaid consulting fees and additional fees. Those shares will be issued provided Focus Impact Partners has not terminated the Consulting Agreement and XCF Global has not terminated it for Cause before January 1, 2027.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Stanton Carl
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class A Common Stock F1 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F3 | -- | -- | -- |
| holding | Class A Common Stock F4 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 11,710,375 shares (Indirect, See Footnote)
Footnotes (4)
- F1. Focus Impact BHAC Sponsor, LLC beneficially owns 3,306,944 shares of Company Common Stock. Mr. Stanton is a Partner of Focus Impact BHAC Sponsor, LLC and, as a result, may be deemed to share beneficial ownership of the shares held by Focus Impact BHAC Sponsor, LLC.
- F2. Focus Impact Partners, LLC beneficially owns 257,352 shares of Company Common Stock. Mr. Stanton is a Partner of Focus Impact Partners, LLC and, as a result, may be deemed to share beneficial ownership of the shares held by Focus Impact Partners, LLC.
- F3. These Shares of Class A Common Stock were inadvertently omitted from the Original Form 3. Focus Impact Partners, LLC (FIP) provides consulting services to the Issuer pursuant to a Consulting Agreement. FIP is controlled by Carl Stanton and the reporting person. Shares of restricted Common Stock were granted to FIP for payment accrued and unpaid fees for services rendered under the Consulting Agreement for the period from February 19, 2025 through June 30, 2026. The restricted Common Stock will be issued provided that FIP has not terminated the Consulting Agreement prior to January 1, 2027 and the Company has not terminated the Consulting Agreement for Cause (as defined in the Consulting Agreement) prior to January 1, 2027.
- F4. These Shares of Class A Common Stock were inadvertently omitted from the Original Form 3. Shares of restricted Common Stock were granted to FIP for additional fees for services rendered under the Consulting Agreement. The restricted Common Stock will be issued provided that FIP has not terminated the Consulting Agreement prior to January 1, 2027 and the Company has not terminated the Consulting Agreement for Cause (as defined in the Consulting Agreement) prior to January 1, 2027.
Key Figures
Shares beneficially owned by Focus Impact BHAC Sponsor, LLC: 3,306,944 shares
Shares beneficially owned by Focus Impact Partners, LLC: 257,352 shares
Restricted shares issuance condition: January 1, 2027
3 metrics
Shares beneficially owned by Focus Impact BHAC Sponsor, LLC
3,306,944 shares
Company Common Stock
Shares beneficially owned by Focus Impact Partners, LLC
257,352 shares
Company Common Stock
Restricted shares issuance condition
January 1, 2027
Termination conditions apply before this date
Key Terms
beneficial ownership, restricted Common Stock, Consulting Agreement, for Cause
4 terms
beneficial ownership financial
"may be deemed to share beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
restricted Common Stock financial
"Shares of restricted Common Stock were granted to FIP"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
Consulting Agreement technical
"pursuant to a Consulting Agreement"
for Cause technical
"terminated the Consulting Agreement for Cause"
"For cause" is a contractual standard used when an employer, board, or other party removes someone because they violated rules, broke the contract, committed misconduct, or failed to do their required job. It matters to investors because a "for cause" finding often limits payouts, affects whether stock awards or buyout protections kick in, and signals higher leadership or governance risk—think of it as being fired for a specific reason rather than let go for business reasons.
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