| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
XCF Global, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3040 POST OAK BLVD., 3040 POST OAK BLVD., HOUSTON,
TEXAS
, 77056. |
| Item 2. | Identity and Background |
|
| (a) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY
82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).
Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (b) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY
82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).
Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (c) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY
82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).
Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (d) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY
82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).
Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (e) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY
82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).
Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (f) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY
82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e).
Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The shares acquired by the Reporting Persons were acquired by converting promissory notes in the principal amount of $8,400,000 into shares of XCF stock, outright purchases of XCF stock, and payment of an advisory fee. The amounts paid to XCF for the promissory notes and outright purchases of XCF stock were obtained from loans by investors to EEME.
On October 16, 2026, EEME acquired 119,397,858 shares of XCF common stock upon XCF?s acquisition of 100% of the stock of Southern Energy Renewables, Inc. pursuant to the Business Combination Agreement by and among XCF Global, Inc., Devvstream Corp., Southern Energy Renewables Inc., Southern Merger Sub Inc. and Devvstream Merger Sub Inc. dated April 13, 2026 (the "BCA"). |
| Item 4. | Purpose of Transaction |
| | EEME is seeking financing proposals for XCF in the aggregate amount of $200 million in order to recapitalize XCF and possible reduce other debt on XCF's balance sheet and possibly assist in its recently proposed pending acquisitions. Proposed term sheets for this financing have been submitted to XCF. The acceptance of any such proposal is in the discretion of XCF's Board of Directors and management. The closing of an such financing will be subject to acceptable terms and conditions of such proposal by both parties.
While EEME desires for any such proposal to benefit XCF and its shareholders at large, it is possible that the lender(s) or investor(s) extending any such proposal could acquire some or all of EEME's shares in XCF in the future.
EEME recognizes that foreign markets are valuing companies that produce SAF and other renewable energy products at significat premiums compared to the U.S. markets, and as a result, EEME intends to urge XCF to explore a dual listing of its shares on a foreign market.
EEME intends to vote against XCF's recent proposal to conduct a reverse stock split. EEME believes taht if XCF meets its 2027 projections, then a reverse stock split will not be necessary. Nonetheless, if XCF's Board of Directors continues to believe that a reverse stock split is necessary to prevent delisting from the Nasdaq Stock Exchange, then EEME will urge XCF's Board of Directors to consider taking XCF private, or temporarily trade on the OTC Markets, and re-list in the future once XCF is in compliance with Nasdaq or NYSE listing requirements. EEME is not seeking proxies from shareholders with respect to the reverse stock split proposal or any proposal relating to taking private or relisting XCF.
The Reporting Persons may purchase and sell common stock of the Company in their sole discretion and at such times as they deem convienient, subject to applicable law and the Lock-Up Agreement described in Item below. Other than as set forth above, the Reporting Persons do not intend to take any other actions described in subsections (a) through (j) of Item 4 of Schedule 13D at this time; however they reserve the right to do so. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. EEME beneficially owns 228,897,417.60 shares of XCF common stock. Ms. Ladnier is the sole member of EEME. As such, she has the power to direct the vote and disposition of EEME's shares of XCF. GL Part SPV I LLC ("GL I") beneficially owns 14,187,115 shares of XCF common stock. Ms. Ladnier is the sole member of GL I. As such, she has the power to direct the vote and disposition of GL I's shares of XCF. GL Part SPV II LLC ("GL II") beneficially owns 27,479,983 shares of XCF common stock, and has the right to acquire warrants up to $99,000,000 of additional shares of XCF Class A Common Stock until December 31, 2026. Ms. Ladnier is the sole member of GL II. As such, she has the power to direct the vote and disposition of GL II's shares of XCF. |
| (b) | The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. EEME beneficially owns 228,897,417.60 shares of XCF common stock. Ms. Ladnier is the sole member of EEME. As such, she has the power to direct the vote and disposition of EEME's shares of XCF. GL Part SPV I LLC ("GL I") beneficially owns 14,187,115 shares of XCF common stock. Ms. Ladnier is the sole member of GL I. As such, she has the power to direct the vote and disposition of GL I's shares of XCF. GL Part SPV II LLC ("GL II") beneficially owns 27,479,983 shares of XCF common stock, and has the right to acquire warrants up to $99,000,000 of additional shares of XCF Class A Common Stock until December 31, 2026. Ms. Ladnier is the sole member of GL II. As such, she has the power to direct the vote and disposition of GL II's shares of XCF. |
| (c) | On September 14, 2026, 6,891,798 shares were acquired by GL II pursuant to a Common Stock Purchase Warrant. Ms. Ladnier is the sole member of GL II. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The Reporting Person and the Company entered into a Company Support & Lock-Up Agreement as of April 13, 2026 (the "Lock-Up Agreement"), whereas the Reporting Person agreed to not trade the XCF shares issued pursuant to the BCA for 6 months after the Closing of the business combination set forth in the BCA. |
| Item 7. | Material to be Filed as Exhibits. |
| | Ex. 1 Joint Filing Agreement, incorporated by reference
Ex. 2 Company Support & Lock-Up Agreement, incorporated by reference |
