UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
| ☒ |
Preliminary
Proxy Statement |
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| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) |
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| ☐ |
Definitive
Proxy Statement |
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| ☐ |
Definitive
Additional Materials |
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| ☐ |
Soliciting
Material Pursuant to §240.14a-12 |
XCF
GLOBAL, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
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|
| ☐ |
Fee
paid previously with preliminary materials. |
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|
| ☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PRELIMINARY
PROXY STATEMENT
SUBJECT
TO COMPLETION DATED JANUARY 29, 2026
XCF
GLOBAL, INC.
2500
CityWest Blvd, Suite 150-138
Houston,
Texas 77042
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
To
Be Held on March 6, 2026
Dear
Stockholder:
You
are hereby notified that a Special Meeting of Stockholders (“Special Meeting”) of XCF Global, Inc. (“XCF” or
the “Company”) will be held on March 6, 2026, at 10:00 a.m. Eastern Daylight Time, at the offices of XCF Global, Inc., 2500
CityWest Blvd, Suite 150-138, Houston, Texas 77042, for the following purposes:
| 1. | To
approve the potential issuance of 19.99% or more of the Company’s issued and outstanding
Common Stock as of January 26, 2026 pursuant to the private placement offering of shares
of Common Stock to a single investor in accordance with Nasdaq Listing Rules 5635(d) and
5635(b) (“Proposal 1” or the “Share Issuance Proposal”). |
| | | |
| 2. | To
authorize an adjournment of the meeting to a later date or dates, if necessary or appropriate,
to solicit additional proxies if there are not sufficient votes in favor of Proposal 1 (“Proposal
2” or the “Adjournment Proposal”). |
Holders
of our Common Stock owning such shares of record at the close of business on February 6, 2026 are entitled to attend and vote at the
Special Meeting and any continuation or adjournment thereof. The enclosed Proxy Statement more fully describes the details of the business
to be conducted at the Special Meeting. The Company does not contemplate discussing any other business at the meeting.
Your
vote is very important. Please vote whether or not you plan to attend the Special Meeting. Your promptness in voting will assist
us in ensuring that a quorum is present or represented. The Notice of Internet Availability of Proxy Materials contains instructions
on how to vote online or by telephone. If you have received a paper copy of our proxy materials, please mark, date, and sign and return
the enclosed proxy card in the accompanying reply envelope to ensure receipt by our tabulator. You may also vote on-line or by phone
by following the instructions contained in the accompanying Proxy Statement. You may attend the Special Meeting and vote your shares
in person if you wish.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held Virtually
on March 6, 2026 at 10:00 a.m. Eastern Daylight Time at www.virtualshareholdermeeting.com/SAFX2026SM.
The
Proxy Statement is available at www.proxyvote.com.
|
By
Order of the Board of Directors
[__________]
Corporate
Secretary
February
__, 2026
Houston,
Texas
Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting. On or about February 10, 2026, the Company started mailing to its stockholders the Notice of Special Meeting of Stockholders, Proxy Statement, and form of proxy card (collectively, the “Proxy Materials”). The Proxy Materials are available online at www.proxyvote.com. Stockholders who receive a paper copy of the Proxy Materials, including this Proxy Statement and a form of proxy card or instruction card, may vote online, by telephone or by mail.
TABLE
OF CONTENTS
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Page |
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| PROXY STATEMENT |
1 |
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| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING |
1 |
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| PROPOSAL 1 – APPROVAL OF THE SHARE ISSUANCE PROPOSAL |
4 |
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| PROPOSAL 2 – APPROVAL OF THE ADJOURNMENT PROPOSAL |
7 |
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| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
8 |
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| HOUSEHOLDING MATTERS |
10 |
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| OTHER MATTERS |
10 |
PRELIMINARY
PROXY STATEMENT
SUBJECT
TO COMPLETION DATED JANUARY 29, 2026
XCF
GLOBAL, INC.
2500
CityWest Blvd, Suite 150-138
Houston,
Texas 77042
PROXY
STATEMENT
For
The
SPECIAL
MEETING OF STOCKHOLDERS
To
Be Held March 6, 2026
This
Proxy Statement is furnished in connection with the solicitation of your proxy on behalf of the Board of Directors (the “Board”)
by XCF Global, Inc., a Delaware corporation (“XCF” or the “Company”), for use at a Special Meeting of Stockholders
(the “Special Meeting”) to be held at the offices of XCF Global, Inc., 2500 CityWest Blvd, Suite 150-138, Houston, Texas
77042, on March 6, 2026, at 10:00 a.m. Eastern Daylight Time and at any adjournment or postponement thereof. Our Board of Directors has
fixed the close of business on February 6, 2026 as the record date (“Record Date”) for determining XCF stockholders entitled
to notice of and to vote at the Special Meeting and at any adjournment or postponement thereof.
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
What
Am I Voting On?
At
the Special Meeting, the stockholders will be asked to consider and vote upon the following proposals:
| 1. | Proposal
1 – To approve the potential issuance of 19.99% or more of the Company’s issued
and outstanding Common Stock as of January 26, 2026 pursuant to the private placement offering
of shares of Common Stock to a single investor in accordance with Nasdaq Listing Rules 5635(d)
and 5635(b) (“Proposal 1” or the “Share Issuance Proposal”). |
| | | |
| 2. | Proposal
2 – To authorize an adjournment of the meeting to a later date or dates, if necessary
or appropriate, to solicit additional proxies if there are not sufficient votes in favor
of Proposal 1 (“Proposal 2” or the “Adjournment Proposal”) |
Who
is Entitled to Vote?
Holders
of our Common Stock as of the Record Date may vote at the Special Meeting. Holders of our Common Stock have one vote for each share of
Common Stock held on the Record Date. See “How Do I Cast My Vote?” below.
How
Does the Board Recommend I Vote?
The
Board recommends that you vote your shares:
| ● | “FOR”
the Proposal No. 1 (the “Share Issuance Proposal”). |
| ● | “FOR”
the Proposal No. 2 (the “Adjournment Proposal”). |
You
should carefully consider the detailed discussion of these proposals contained later in this Proxy Statement before voting your shares.
If no instructions are indicated, your proxy will be voted FOR each proposal.
How
Do I Cast My Vote?
Persons
who hold shares of our Common Stock directly on the Record Date and not through a broker, bank or other financial institution (“Record
Holders”) may vote by the following methods:
| ● |
Vote
by Internet - Over the Internet, by going to www.proxyvote.com. Have your proxy card or Notice Regarding Availability
of Proxy Materials in hand when you access the website and follow the instructions to obtain your records and create an electronic
voting instruction form. |
| ● |
Vote
by Telephone - Over the telephone, by dialing 1-800-690-6903 from any touch-tone telephone. Have your proxy card or Notice Regarding
Availability of Proxy Materials in hand when you call and follow the instructions. |
| ● |
Vote
by Mail - By mail using the enclosed proxy card. Please complete, sign and date your proxy card and return it promptly in the
envelope provided or mail it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York, 11717. When the proxy card
is properly executed, dated, and timely returned, the shares it represents will be voted in accordance with its instructions. |
| ● |
Vote
by Attendance- By attending the Special Meeting in person and voting. |
Internet
and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Time, on March 5, 2026.
Persons
who hold shares of our Common Stock indirectly on the Record Date through a brokerage firm, bank or other nominee (“Beneficial
Holders” or “Street Name Holders”) must return a voting instruction form to have their shares voted on their behalf.
Brokerage firms, banks or other nominees that do not receive voting instructions from Beneficial Holders may not vote on any proposal
on which the brokerage firm, bank or other nominee does not have discretionary authority to vote (a “Broker Non-Vote”). A
large number of brokerage firms, banks and other nominees participate in online programs which provide the opportunity to vote over the
Internet or by telephone to eligible Beneficial Holders. Beneficial Holders who elect to access the proxy materials electronically over
the Internet through an arrangement with their brokerage firm, bank or other nominee should receive instructions from their brokerage
firm, bank or other nominee on how to access the stockholder information and voting instructions. In order to vote shares held by a Beneficial
Holder in person at the Special Meeting, a proxy issued in the owner’s name must be obtained from the stockholder of record (typically
your brokerage firm, bank or other nominee) and presented at the Special Meeting.
Will
Stockholders Be Asked to Vote on Any Other Matters?
We
do not anticipate that any other matters will be considered at the Special Meeting as our Bylaws limit the business to be considered
at the Special Meeting to those set forth in the notice.
May
I Revoke My Proxy?
You
may revoke your vote at any time before your proxy is voted at the Special Meeting. The action you must take to revoke your vote will
be different depending on whether your shares are held by you directly as the Record Holder or by a brokerage firm, bank or other nominee
on your behalf as a Street Name Holder.
If
you are the Record Holder of your shares, you may change your vote by:
| ● |
Signing
another proxy card with a later date and returning it to us prior to the meeting; |
| ● |
Voting
again over the Internet or by telephone prior to 11:59 p.m., Eastern Daylight Time, on March 5, 2026; |
| ● |
Attending
the meeting and notifying the election official that you wish to revoke your proxy and vote in person; or |
| ● |
Sending
a written revocation or a duly executed proxy bearing a later date to us at our principal offices. |
If
Street Name Holder, you should follow the instructions provided by your brokerage firm, bank or other nominee for revoking your proxy.
What
is the Quorum Requirement for the Special Meeting?
We
need a quorum of stockholders in order to hold the Special Meeting. A quorum exists when at least one-third of the outstanding
shares of our Common Stock entitled to vote are represented, either in person or by proxy, at the Special Meeting. As of the Record
Date, there were [__] shares of our Common Stock outstanding and entitled to vote. Accordingly, [__] shares of our Common Stock must
be present either in person or by proxy for a quorum. Abstentions and Broker Non-Votes will be counted as present for purposes of
determining the presence of a quorum.
If
a quorum is not present or represented at the meeting, the Chairman of the meeting or the stockholders holding a majority in voting power
of the shares of Common Stock entitled to vote and present in person or represented by proxy have the power to adjourn the meeting from
time to time without notice, other than an announcement at the meeting, until a quorum is present or represented. At any such reconvened
meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as
originally scheduled.
What
Vote is Required for Approval of the Proposals?
Assuming
the presence, in person or represented by proxy, of a quorum:
| ● | Proposal
No. 1 (the Share Issuance Proposal) will be approved by stockholders if the votes cast in
favor of the proposal exceed the votes cast against it. Abstentions and broker non-votes
are not considered as votes cast, and therefore will have no effect on the outcome of the
vote on this proposal. |
| | | |
| ● | Proposal
No. 2 (the Adjournment Proposal) will be approved by stockholders if the votes cast in favor
of the proposal exceed the votes cast against it. Abstentions and broker non-votes are not
considered as votes cast, and therefore will have no effect on the outcome of the vote on
this proposal. |
What
are “broker non-votes”?
If
you are a beneficial owner whose shares of record are held by a broker, you may instruct your broker how to vote your shares. If you
do not give instructions to your broker, the broker will determine if it has the discretionary authority to vote on the particular matter.
Under NYSE rules, which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject
to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine”
under NYSE rules but not with respect to “non-routine” matters.
A
broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares
and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules.
Broker non-votes, if any, will be counted for purposes of calculating whether a quorum is present at the meeting, but will not be counted
for purposes of determining the number of votes cast with respect to a particular proposal.
The
Adjournment Proposal is “routine” matters, and banks and brokerage firms may vote your shares on such proposals if you have
not given voting instructions. The Share Issuance Proposal is considered “non-routine,” and banks and brokerage firms may
not vote your shares on such proposal in the absence of your voting instructions.
What
Does It Mean if I Receive More Than One Notice of Special Meeting of Stockholders or One Proxy Card?
Your
shares are probably registered in more than one account. You should vote all of your shares.
Where
Do I Find the Voting Results of the Special Meeting?
We
will report the voting results in a Current Report on Form 8-K within four business days after the end of the Special Meeting.
Who
Will Pay the Costs of Soliciting Proxies for the Special Meeting?
The
cost of preparing, emailing, assembling and mailing this Proxy Statement and the form of proxy will be borne by XCF. Directors, officers
and employees of XCF may also solicit proxies personally or by mail, telephone, or electronic means. No compensation will be paid for
such solicitations. In addition, we will bear the reasonable expenses of brokerage houses and other custodians, nominees and fiduciaries
who, at our request, may send proxies and proxy solicitation material to their clients and principals. XCF may also engage a third-party
vendor to solicit proxies from brokerage firms, banks, institutional and individual holders of shares; the Company will bear the cost
of such solicitation.
PROPOSAL
1
APPROVAL
OF THE SHARE ISSUANCE PROPOSAL
We
are seeking stockholder approval, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), for the issuance of shares
of Common Stock to EEME Energy SPV I LLC (“EEME”) in excess of 19.99% of the shares of Common Stock outstanding as of January
26, 2026 pursuant to that certain binding Transaction Term Sheet dated January 26, 2026 among the Company, EEME, Southern Energy Renewables
Inc., a Louisiana corporation (“Southern”) and DevvStream Corp., an Alberta corporation (“DEVS”).
Background
On
January 26, 2026, the Company entered into a binding Transaction Term Sheet (the “Term Sheet”) among the Company, EEME, Southern
and DEVS. Pursuant to the Term Sheet, among other things, the Company agreed to sell and XCF agreed to purchase from the Company a total
of 100,000,000 shares of Common Stock in exchange for the payment of $10,000,000 in cash pursuant to a private placement exemption (the
“Private Placement”). The offer and sale of the shares of Common Stock to EEME is being made in reliance upon Section 4(a)(2)
under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”),
or upon such other exemption or exclusion from the registration requirements of the Securities Act as may be available with respect to
any or all of the transactions with the EEME to be made under the Term Sheet.
However,
the Term Sheet also provides that, notwithstanding the foregoing, in no event shall the Company issue to EEME, nor shall EEME (i) acquire
more than 41,639,170 shares of the Company’s Common Stock pursuant to the Term Sheet (the “Share Cap”) or (ii) acquire
or otherwise become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder) of a number of shares of the Company’s Common Stock
in excess of 19.99% of the issued and outstanding shares of Common Stock until such time as the Company has obtained stockholder approval
for such issuance (the “Beneficial Ownership Cap” and together with the Share Cap, the “Stockholder Issuance Approval”).
As
of January 26, 2026, immediately prior to the execution of the Term Sheet, the Company had 208,323,544 shares of Common Stock issued
and outstanding. The Shares Cap of 41,639,170 shares of the Common Stock represents approximately 19.99% of the Company’s issued
and outstanding shares of Common Stock as of January 26, 2026 before the issuance of any shares to EEME.
In
accordance with the Term Sheet, of the total 100,000,000 shares of Common Stock that EEME committed to purchase from the Company, on
January 26, 2026, EEME purchased from the Company, and the Company issued to EEME, 7,000,000 shares of Common Stock in exchange for the
payment of $700,000 in cash. The balance of the shares of Common Stock to be sold to EEME in the Private Placement, in the amount of
93,000,000, will, subject to the Share Cap, be purchased by EEME and issued by the Company in accordance with the following funding schedule:
(1) 31,000,000 during the week of February 7, 2026 (in consideration of $3,100,000), (2) 31,000,000 during the week of March 7, 2026
(in consideration of $3,100,000), and (3) 31,000,000 during the week of March 31, 2026 (in consideration of $3,100,000).
It
is anticipated that the Company will use the net proceeds from the sale of shares of Common Stock to EEME to convert and build out its
New Rise Reno facility for sustainable aviation fuel (“SAF”) blending and related corporate purposes (the “Plant Conversion”).
It
is expected that EEME will have customary demand and piggy-back registration rights and will not be subject to any lock-up or other transfer
restrictions (other than as imposed by applicable securities laws or underwriters).
No
placement agent or underwriter was involved with the Private Placement, and no commissions or similar fees are payable to any third parties
in connection with the Private Placement.
The
Term sheet also contemplates a potential merger among the Company, Investor, DEVS and Southern; however, the potential merger is subject
to the negotiation and preparation of a definitive merger agreement, due diligence, and various other closing conditions. There can be
no assurances that such closing conditions will be satisfied or that the merger will ever be consummated. EEME’s obligation to
invest $10,000,000 into the Company pursuant to the Private Placement, however, is not contingent on the merger and is an independent
obligation of EEME and the Company.
The
Company is holding the Special Meeting, in part, to obtain the Stockholder Issuance Approval. The Company is not contractually obligated
with EEME to call the Special Meeting or obtain the Stockholder Issuance Approval. However, until it obtains the Stockholder Issuance
Approval, the Company may not sell, and EEME shall not (i) acquire more than 41,639,170 shares of the Company’s Common Stock pursuant
to the Term Sheet or (ii) acquire or otherwise become, directly or indirectly, a “beneficial owner” (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of a number of shares of the
Company’s Common Stock in excess of 19.99% of the issued and outstanding shares of Common Stock.
The
foregoing descriptions of Term Sheet does not purport to be complete and is qualified in its entirety by the full text of the Term Sheet,
which is attached as Exhibits 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on January 26, 2026. Stockholders are urged to carefully read the Term Sheet.
Reasons
for Proposal No. 1 – Nasdaq Stockholder Approval Requirement
We
are seeking stockholder approval for Proposal No. 1 because, pursuant to the Term Sheet, we agreed to issue 100,000,000 shares of Common
Stock in the Private Placement to EEME, but, pursuant to Nasdaq Listing Rules 5635(b) and 5635(d), the Company may not issue shares in
excess of 41,639,170 (representing approximately 19.99% of the Company’s issued and outstanding shares of Common Stock as of January
26, 2026, prior to the issuance of any shares to EEME) to EEME, and EEME may not acquire or otherwise become, directly or indirectly,
a “beneficial owner” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder) of a number of shares of the Company’s Common Stock in excess of 19.99% of the issued and outstanding shares
of Common Stock, until we receive the Stockholder Issuance Approval for the issuance of the shares in excess of the Share Cap.
Under
Nasdaq Listing Rule 5635(b), shareholder approval is required prior to the issuance of securities when the issuance or potential issuance
will result in a change of control of a company. This rule does not specifically define when a change in control of a company may be
deemed to occur for this purpose; however, Nasdaq suggests in its guidance that a change of control would occur, subject to certain limited
exceptions, if after a transaction an investor (or a group of investors) would hold 20% or more of a company’s then-outstanding
capital stock. However, Nasdaq will consider all facts and circumstances concerning a transaction, including whether there are any other
relationships or agreements between the company and the investor or group.
Nasdaq
Listing Rule 5635(d) requires stockholder approval in connection with a transaction, other than a public offering, involving the sale
or issuance by the issuer of Common Stock (or securities convertible into or exchangeable for Common Stock) equal to 20% or more of the
Common Stock or 20% or more of the voting power of such company outstanding before the issuance for a price that is less than
the lower of: (i) the closing price of the Common Stock immediately preceding the signing of the binding agreement for the issuance of
such securities and (ii) the average closing price of the Common Stock for the five trading days immediately preceding the signing of
the binding agreement for the issuance of such securities. Because of Nasdaq Listing Rule 5635(d), the Term Sheet imposes the Share Cap.
On January 26, 2026, the date of the execution of the Term Sheet, the closing price of our Common Stock was $0.144 and the average closing
price of our Common Stock for the five (5) trading days immediately preceding January 26, 2026 was $0.14 (the “Minimum Price”)
Until
this Proposal 1 is approved by our stockholders, the Company may not sell and EEME may not purchase, below the Minimum Price, more than
41,639,170 shares of our Common Stock. The Share Cap does not apply to the extent that the Company’s stockholders have approved
issuances in excess of the Share Cap.
The
Board has determined that the entering into the Term Sheet and our ability to issue Common Stock thereunder in excess of the Share Cap
are in the best interests of the Company and its stockholders because the ability to sell Common Stock to EEME provides us with a reliable
source of capital for the Plant Conversion and related corporate purposes. Therefore, we are seeking stockholder approval under this
Proposal 1 to issue shares of Common Stock in excess of the Share Cap to EEME under the terms of the Term Sheet.
Stockholder
approval of this Proposal 1 will constitute stockholder approval for purposes of Nasdaq Listing Rules 5635(d) and 5635(b).
Potential
Consequences if Proposal No. 1 is Not Approved
The
Board is not seeking the approval of our Stockholders to authorize our entry into the Term Sheet. We are only seeking for approval to
issue shares of Common Stock in excess of the Share Cap. The Company is not contractually obligated with EEME to call the Special Meeting
or obtain the Stockholder Issuance Approval. However, until it obtains the Stockholder Issuance Approval, the Company may not sell, and
EEME shall not (i) acquire more than 41,639,170 shares of the Company’s Common Stock pursuant to the Term Sheet or (ii) acquire
or otherwise become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder) of a number of shares of the Company’s Common Stock
in excess of 19.99% of the issued and outstanding shares of Common Stock. As such, until the Stockholder Issuance Approval is obtain,
the investment by EEME into the Company pursuant to the Private Placement is capped at $4,163,917.
As
discussed above, it is anticipated that the Company will use the entire $10,000,000 that EEME has committed to fund to the Company, subject
to the Share Cap, to convert and build out its New Rise Reno facility for sustainable aviation fuel (“SAF”) blending and
related corporate purposes (the “Plant Conversion”). Accordingly, our ability to successfully achieve the Plant Conversion
and implement our business plans and growth strategy and ultimately maximize value for our Stockholders is dependent upon our ability
to raise capital and satisfy our ongoing business needs and growth strategy, which we believe would be significantly and adversely affected
if our Stockholders do not approve Proposal No. 1.
If
we do not obtain the Stockholder Issuance Approval, we will need to seek alternative sources of financing for the Plant Conversion and
to pursue our business plans and growth strategy, and there can be no assurances that we will be able to obtain any such alternative
financing on advantageous terms or at all. If we do not obtain Stockholder Issuance Approval at the Special Meeting, we may elect to
convene additional subsequent stockholders meetings to once again attempt to obtain Stockholder Issuance Approval, which will result
in the incurrence of significant additional transaction expenses. The costs and expenses associated with seeking such approval could
materially adversely impact our ability to fund our operations and advance our business plans and growth strategy.
Potential
Adverse Effects of the Approval of Proposal No. 1
If
this Proposal No. 1 is approved, existing stockholders will suffer dilution in their ownership interests upon the issuance of shares
of Common Stock to EEME in excess of the Share Cap. If the Stockholder Issuance Approval is obtained, the Company expects to issue to
EEME, and EEME expects to purchase, an additional 58,360,830 shares of Common Stock, which such 58,360,830 shares of Common Stock equates
to approximately 28% of our issued and outstanding shares immediately prior to the issuance of any shares pursuant to the Private Placement
contemplated by the Term Sheet.
Other
Matters
The
Share Issuance Proposal is separate from and unrelated to, and is not contingent upon, the approval of the Adjournment Proposal.
Vote
Required
The
affirmative vote of a majority of the votes cast by all stockholders present in person or represented by proxy at the Special Meeting
and entitled to vote is required for approval of this Proposal No. 1. Abstentions are not considered as votes cast, and therefore will
have no effect on the outcome of the vote on this proposal. We believe that this proposal will be considered “non-routine”
and therefore broker non-votes will have no effect on the outcome of this proposal.
Recommendation
of the Board of Directors
THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL NO. 1, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING
RULES 5635(D) AND 5635(D), AUTHORIZING THE ISSUANCE OF SHARES OF COMMON STOCK TO EEME IN EXCESS OF THE SHARE CAP.
PROPOSAL
2
APPROVAL
OF THE ADJOURNMENT PROPOSAL
General
If
the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposal 1, our proxy holders
may move to adjourn the Special Meeting at that time in order to enable our Board to solicit additional proxies in favor of each of the
proposals.
In
this proposal, we are asking our stockholders to authorize the holder of any proxy solicited by our Board, and each of them individually,
to vote to adjourn the Special Meeting to another time and place, if necessary, to solicit additional proxies in the event there are
not sufficient votes to approve Proposal 1. If our stockholders approve this proposal, we could adjourn, postpone or continue the Special
Meeting and any adjourned session of the Special Meeting to use additional time to solicit additional proxies, including the solicitation
of proxies from our stockholders that have previously voted against Proposal 1. Among other things, approval of this proposal could mean
that, even if we had received proxies representing a sufficient number of votes to defeat Proposal 1, we could adjourn the Special Meeting
without a vote on such proposal(s) and seek to convince our stockholders to change their votes in favor of such proposal(s).
If
it is necessary or appropriate to adjourn the Special Meeting, no notice of the adjourned meeting is required to be given to our stockholders,
other than an announcement at the Special Meeting of the time and place to which the Special Meeting is adjourned, so long as the meeting
is adjourned for 30 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact
any business which might have been transacted at the original meeting.
Required
Vote
Approval
of this proposal requires the affirmative vote of a majority of the votes cast by the holders of all of the shares of our Common Stock
present virtually or represented by proxy at the Special Meeting. Abstentions and broker non-votes, if any, will have no effect on the
results of these votes.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL NO. 2 THE AUTHORIZATION TO ADJOURN THE SPECIAL MEETING
AS SET FORTH IN PROPOSAL 2.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Based
solely upon information made available to us, the following table sets forth information with respect to the beneficial ownership of
our Common Stock as of January 29, 2026 by (i) each principal stockholder, (ii) each director; (iii) each of the executive officers;
and (iv) all executive officers and directors as a group. Other than the holders listed below, we do not know of any person who beneficially
owns more than 5% of our Common Stock as of January 29, 2026. Except as otherwise indicated in footnotes to this table or, where
applicable, to the extent authority is shared by spouses under community property laws, to our knowledge, the holders listed below have
sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.
| Name
and Address of Beneficial Owner |
|
Amount
and
Nature
of
Beneficial
Ownership |
|
|
Percent
of
Class
(1) |
|
| Five
Percent Holders |
|
|
|
|
|
|
|
|
| RESC
Renewables Holdings, LLC(1)(2)(3) |
|
|
66,936,867 |
|
|
|
31.09 |
% |
| Encore
DEC, LLC(1)(2)(3) |
|
|
33,944,830 |
|
|
|
15.76 |
% |
| Randy
Soule(1)(2)(3) |
|
|
7,951,274 |
|
|
|
3.69 |
% |
| GL
Part SPV I, LLC(4)(5)(6) |
|
|
14,187,115 |
|
|
|
6.59 |
% |
| GL
Part SPV II, LLC(4)(5)(6) |
|
|
20,588,185 |
|
|
|
9.56 |
% |
| EEME
Energy SPV I, LLC(4)(5)(6) |
|
|
13,166,220 |
|
|
|
6.11 |
% |
| Sky
MD, LLC(7) |
|
|
11,843,859 |
|
|
|
5.50 |
% |
| Directors
and Executive Officers(8) |
|
|
|
|
|
|
|
|
| Christopher
Cooper |
|
|
- |
|
|
|
* |
|
| Pamela
Abowd(9) |
|
|
6,000 |
|
|
|
* |
|
| Carter
McCain(10)(11) |
|
|
7,000 |
|
|
|
* |
|
| Sanford
Cockrell(10) |
|
|
- |
|
|
|
* |
|
| Si-Yeon
Kim(10) |
|
|
- |
|
|
|
* |
|
| Wray
Thorn(12) |
|
|
257,332 |
|
|
|
* |
|
| William
Dale |
|
|
- |
|
|
|
* |
|
| All
executive officers and directors as a group (8 persons) |
|
|
270,332 |
|
|
|
* |
|
*
Less than 1%
| (1) |
The
business address of RESC Renewables Holdings, LLC is 14830 Kivett Lane, Reno, NV 89521. Randy Soule owns all of the membership interests
in RESC Renewables Holdings, LLC and has sole voting and investment authority over the shares of our Common Stock indicated in the
table. |
| (2) |
The
business address of Encore DEC, LLC is 425 Western Rd. #102, Reno, NV 89506. Randy Soule owns all of the membership interests in
RESC Renewables Holdings, LLC and has sole voting and investment authority over the shares of our Common Stock indicated in the table. |
| (3) |
The
business address of Mr. Soule is 14830 Kivett Lane, Reno, NV 89521. In addition to the shares held by him individually, Mr. Soule,
through his ownership of all of the membership interests in RESC Renewables Holdings, LLC, also beneficially owns the shares of our
Common Stock held by RESC Renewables Holdings, LLC. |
| (4) |
The
business address of GL Part SPV I, LLC is 30 N Gould Street, Suite R, Sheridan, Wyoming 82801. Majique Ladnier is the sole member
of GL Part SPV I, LLC and has sole voting and investment authority over the shares of our Common Stock. |
| (5) |
The
business address of GL Part SPV II, LLC is 30 N Gould Street, Suite R, Sheridan, Wyoming 82801. Majique Ladnier is the sole member
of GL Part SPV II, LLC and has sole voting and investment authority over the shares of our Common Stock. |
| (6) |
The
business address of EEME Energy SPV I, LLC is 30 N Gould Street, Suite R, Sheridan, Wyoming 82801. Majique Ladnier is the sole member
of EEME Energy SPV I, LLC and has sole voting and investment authority over the shares of Common Stock. |
| (7) |
The
business address of Sky MD, LLC is 149 Sussex Street, Jersey City, NJ 07302. Mihir Dange, former CEO, is the sole member of Sky MD,
LLC and has sole voting and investment authority over the shares of Common Stock. |
| (8) |
Unless
otherwise noted, the business address of each of XCF’s directors and officers is 2500 CityWest Boulevard, Suite 150 - 138,
Houston, TX 77042. |
| (9) |
Upon
closing of the Business Combination, Ms. Abowd received an award of restricted stock units representing 45,000 shares of our Common
Stock. The restricted stock units will vest over a period of five years with the first vesting to occur on the first anniversary
of the award. |
| (10) |
Each
of these member of the Board of Directors will receive an award of restricted stock units representing 100,000 shares of our Common
Stock in connection with their joining the Board of Directors of New XCF. The restricted stock units will vest over a period of four
years with the first vesting to occur on the first anniversary of the award. |
| (11) |
Consists
of 7,000 shares of Class A Common Stock held by Mr. McCain’s spouse. Mr. McCain may be deemed to beneficially own these securities
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, although he disclaims beneficial ownership of such shares except
to the extent of his pecuniary interest therein. |
| (12) |
Focus
Impact Partners, LLC beneficially owns 257,332 shares of our Common Stock. Mr. Thorn is a Partner and Co-Founder 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. |
HOUSEHOLDING
OF PROXY MATERIALS
The
SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for Notices of
Internet Availability of Proxy Materials or other Special Meeting materials with respect to two or more stockholders sharing the same
address by delivering a single Notice of Internet Availability of Proxy Materials or other Special Meeting materials addressed to those
stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders
and cost savings for companies.
We
expect that a number of brokers with account holders who are XCF stockholders will be “householding” the Company’s
proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address
unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they
will be “householding” communications to your address, “householding” will continue until you are notified otherwise
or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to
receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or us. Direct your written request to
XCF Global, Inc.., Attn: Secretary, 2500 CityWest Blvd, Suite 150-138, Houston, Texas 77042. Stockholders who currently receive multiple
copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding”
of their communications should contact their brokers.
Other
Matters
The
Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying proxy card to vote on such matters in accordance with
their best judgment.
Forward-Looking
Statements
This
Proxy Statement contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on management’s current expectations, estimates, projections and beliefs,
as well as a number of assumptions concerning future events. When used in this Proxy Statement, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and variations
of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking
statements.
Websites
The
information contained on the websites referenced in this Proxy Statement are not incorporated by reference into this Proxy Statement.
Further, references to website URLs are intended to be inactive textual references only.
PRELIMINARY
PROXY CARD SUBJECT TO COMPLETION DATED JANUARY 29, 2026
XCF
GLOBAL, INC.
ATTN:
CORPORATE SECRETARY
2500
CITYWEST BLVD, SUITE 150-138
HOUSTON,
TEXAS 77042
VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time
the day before the meeting date. Have your proxy card or Notice Regarding Availability of Proxy Materials in hand when you access the
web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow
the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy material electronically
in future years.
VOTE
BY PHONE – 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time the day before the meeting date.
Have your proxy card or Notice Regarding Availability of Proxy Materials in hand when you call and then follow the instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
| TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
| KEEP
THIS PORTION FOR YOUR RECORDS |
| DETACH
AND RETURN THIS PORTION ONLY |
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| The
Board of Directors recommends you vote FOR proposal 1 and proposal 2: |
For |
Against |
Abstain |
| 1. |
To
approve the potential issuance of 19.99% or more of the Company’s issued and outstanding Common Stock as of January 26, 2026
pursuant to the private placement offering of shares of Common Stock to a single investor in accordance with Nasdaq Listing Rules
5635(d) and 5635(b) |
☐ |
☐ |
☐ |
| 2. |
To
authorize an adjournment of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there
are not sufficient votes in favor of Proposal 1 |
☐ |
☐ |
☐ |
NOTE:
To transact such other business as may properly come before the meeting or any adjournment thereof.
The
undersigned hereby ratifies and confirms all that said attorneys in fact, or either of them or their substitutes, may lawfully do or
cause to be done by virtue hereof, and acknowledges receipt of the notice of the special meeting and the accompanying proxy statement.
| |
|
|
|
|
|
|
| |
Signature
of Stockholder |
Date |
|
Signature
(Joint Owners) |
Date |
|
NOTE:
Please sign, within the box, exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership
name by authorized person.
PRELIMINARY
PROXY CARD SUBJECT TO COMPLETION DATED JANUARY 29, 2026
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The
Proxy Statement is available at www.proxyvote.com
XCF
GLOBAL, INC.
This
proxy is solicited by the Board of Directors
Special
Meeting of Stockholders
March
6, 2026, 10:00 a.m.
The
shares represented by this proxy will be voted as specified herein by the stockholder when instructions are given in accordance with
the procedures described herein and in the accompanying Proxy Statement. If no specification is made, all shares will be voted “FOR”
the approval of the proposals set forth in the Proxy Statement.
The
stockholder hereby appoints Christopher Cooper and William Dale, and each of them, with full power to act alone, the true
and lawful attorneys in fact and proxies, with the full power of substitution and revocation, to vote all shares of Common Stock entitled
to be voted by said stockholder at the Special Meeting of Stockholders of XCF Global, Inc. to be held at the offices of XCF Global, Inc.,
2500 CityWest Blvd, Suite 150-138, Houston, Texas 77042, on March 6, 2026 at 10:00 a.m. Eastern Daylight Time, and in any adjournment
or postponement thereof as specified in this proxy. This proxy revokes any proxy previously given.
Stockholders
may revoke this proxy at any time prior to the vote at the Special Meeting. If any other business is properly brought before the Special
Meeting, the shares represented by this proxy will be voted at the discretion of the proxies identified above.
[CONTINUED
AND TO BE SIGNED ON REVERSE SIDE]
