XCF Global investor GL Part SPV II reports 6.7% stake
GL Part SPV II, LLC reports a 6.7% beneficial stake in XCF Global, Inc. and holds warrants plus rights to obtain additional warrants exercisable at $2.50 per share.
Rhea-AI Filing Summary
XCF Global, Inc. (SAFX) has a new large shareholder disclosure from GL Part SPV II, LLC, which reports beneficial ownership of 27,479,983 shares of Class A common stock, representing 6.7% of the class.
GL Part SPV II acquired 20,588,185 shares on June 6, 2025 under a Business Combination Agreement involving XCF and Focus Impact BH3 entities, and a further 6,891,798 shares on September 14, 2026 through a Common Stock Purchase Warrant. GL Part SPV II also has a Warrant Purchase Agreement with XCF that allows it to obtain additional warrants, each exercisable on a paid or cashless basis at $2.50 per share, until December 31, 2026. The filing states that GL Part SPV II may buy or sell XCF common stock in its discretion, subject to applicable law.
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Key Figures
Beneficial ownership: 27,479,983 shares of Class A common stock
Ownership percentage: 6.7%
Shares from Business Combination: 20,588,185 shares
+3 more
6 metrics
Beneficial ownership
27,479,983 shares of Class A common stock
Shares beneficially owned by GL Part SPV II, LLC
Ownership percentage
6.7%
Percent of XCF Global, Inc. Class A common stock represented by GL Part SPV II’s holdings
Shares from Business Combination
20,588,185 shares
Acquired June 6, 2025 under a Business Combination Agreement
Shares from warrant exercise
6,891,798 shares
Acquired September 14, 2026 via a Common Stock Purchase Warrant
Warrant exercise price
$2.50 per share
Exercise price for each warrant under the Warrant Purchase Agreement
Warrant rights expiry
December 31, 2026
Last date to exercise rights to obtain additional warrants
Key Terms
Schedule 13D, Business Combination Agreement, Common Stock Purchase Warrant, Warrant Purchase Agreement, +1 more
5 terms
Schedule 13D regulatory
"If the filing person has previously filed a statement on Schedule 13G"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Business Combination Agreement financial
"shares were acquired ... pursuant to the Business Combination Agreement"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Common Stock Purchase Warrant financial
"GL II entered into a Common Stock Purchase Warrant with XCF"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
Warrant Purchase Agreement financial
"GLI entered into a Warrant Purchase Agreement with XCF"
A warrant purchase agreement is a contract that sets the terms under which an investor buys warrants—securities that give the holder the right to buy a company's stock at a fixed price before a set expiration date. It spells out quantity, exercise price, expiration, transfer limits and any special protections, like registration or indemnity clauses. For investors, it matters because the agreement determines potential future ownership, dilution of existing shares, timing of cash flows and how easily those warrants can be converted or sold, similar to buying a coupon that can be turned into stock later under agreed rules.
beneficially owns regulatory
"GL II beneficially owns 27,479,983 shares of XCF common stock"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in SAFX does GL Part SPV II, LLC report?
GL Part SPV II, LLC reports beneficial ownership of 27,479,983 shares of XCF Global, Inc. (SAFX) Class A common stock, representing 6.7% of the outstanding class, with sole voting and dispositive power over those shares.
Can GL Part SPV II change its SAFX position in the market?
Yes. The filing states that the reporting persons may purchase and sell common stock of XCF in their sole discretion and at such times as they deem convenient, subject to applicable law.
AI-generated analysis. How Rhea-AI works. Not financial advice.
