Large XCF Global (SAFX) stakes, 35% combo share deal and lock-ups revealed

Rhea-AI Filing Summary

EEME Energy SPV I, LLC and Majique Ladnier report large ownership stakes in XCF Global, Inc. Class A common stock on a Schedule 13D. EEME beneficially owns 109,499,560 shares, representing 27.5% of the class, while Ladnier beneficially owns 144,274,860 shares, or 36.2%.

Their positions were built by converting $8,400,000 of promissory notes into XCF stock, additional share purchases, and an advisory fee, including a $2,000,001 investment at $0.15 per share for 13,166,220 shares. XCF has agreed to acquire Southern Energy Renewables Inc. from EEME in exchange for shares equal to 35% of XCF’s fully diluted stock at closing, with Southern Energy entitled to appoint two XCF directors.

EEME entered a Company Support & Lock-Up Agreement requiring it to vote its shares for the proposed business combination among XCF, DevvStream entities and Southern Merger Sub Inc., and not sell 57,809,018 XCF shares until the transaction closes or the business combination agreement terminates. A related lock-up also restricts trading for six months after closing.

Insights

Ownership & governance analyst

Filing shows a controlling-style stake and lock-ups around a planned business combination.

EEME Energy SPV I, LLC and Majique Ladnier disclose significant ownership in XCF Global, with 27.5% and 36.2% of Class A shares respectively. Stakes came from converting $8,400,000 of promissory notes, direct purchases, and an advisory fee, plus a later $2,000,001 investment at $0.15 per share.

XCF agreed to acquire Southern Energy Renewables Inc. from EEME for shares equal to 35% of XCF’s fully diluted stock at closing, and Southern Energy can appoint two directors. This concentrates influence but also aligns the investor with the combined company’s outcome.

A Company Support & Lock-Up Agreement commits EEME to vote for the business combination with DevvStream entities and restricts sales of 57,809,018 shares until closing or termination, plus a six‑month post‑closing trading lock-up. Actual impact depends on completion of the transaction and future governance decisions.

Key Figures

EEME beneficial ownership: 109,499,560 shares Ladnier beneficial ownership: 144,274,860 shares Promissory notes converted: $8,400,000 +4 more

7 metrics

EEME beneficial ownership 109,499,560 shares 27.5% of XCF Class A common stock

Ladnier beneficial ownership 144,274,860 shares 36.2% of XCF Class A common stock

Promissory notes converted $8,400,000 Principal amount converted into XCF stock

Recent EEME investment $2,000,001 Invested at $0.15 per share for 13,166,220 shares on May 28, 2026

Southern Energy consideration 35% fully diluted stock XCF shares equal to 35% of fully diluted stock at closing

EEME locked-up shares 57,809,018 shares Restricted from sale until closing or termination of business combination

Lock-up duration 6 months Trading restriction after closing of the business combination agreement

Key Terms

Schedule 13D, beneficially owns, fully diluted stock, Company Support & Lock-Up Agreement, +2 more

6 terms

Schedule 13D regulatory

"The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934"

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.

beneficially owns financial

"EEME beneficially owns 109,499,560 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.

fully diluted stock financial

"in exchange for a number of shares equal to 35% of XCF's fully diluted stock as of the date of closing"

Company Support & Lock-Up Agreement regulatory

"EEME and XCF entered into a Company Support & Lock-Up Agreement as of April 13, 2026"

business combination financial

"the proposed business combination among XCF, DevvStream Corp., DevvStream Merger Sub Inc. and Southern Merger Sub Inc."

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

sole voting power financial

"Sole Voting Power 109,499,560.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

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Available on EDGAR 06/22/2026 - 05:12 PM Accepted by SEC EDGAR 06/22/2026 - 05:11 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

XCF Global, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98400U103

(CUSIP Number)

Samuel E. Whitley
24285 Katy Freeway, Suite 300
Katy, TX, 77494
2812060434

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98400U103

1

Name of reporting person

EEME Energy SPV I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 109,499,560.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 109,499,560.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

109,499,560.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 98400U103

1

Name of reporting person

Majique Ladnier

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 144,274,860.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 144,274,860.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

144,274,860.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

36.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

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., FLOOR 18 SUITE 164, 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.
Item 4.	Purpose of Transaction
	EEME is the 100% shareholder of Southern Energy Renewables Inc., a Louisiana corporation ("Southern Energy"). XCF has agreed to purchase Southern Energy from EEME in exchange for a number of shares equal to 35% of XCF's fully diluted stock as of the date of closing of the transaction. As part of the transaction. Southern Energy is entitled to appoint [2] directors to the board of XCF. 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.
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 109,499,560 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 20,588,185 shares of XCF common stock. 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 109,499,560 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 20,588,185 shares of XCF common stock. 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 May 28, 2026, EEME invested $2,000,001 into XCF at $0.15 per share for 13,166,220 shares.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	EEME and XCF entered into a Company Support & Lock-Up Agreement as of April 13, 2026, in which EEME agreed to vote its shares in favor of the proposed business combination among XCF, DevvStream Corp., DevvStream Merger Sub Inc. and Southern Merger Sub Inc. In this agreement, EEME also agreed not to sell 57,809,018 of its XCF shares until the earlier of (a) the closing of the business combination or (b) termination of the Business Combination Agreement among the aforementioned parties. The Reporting Person and the Company entered into a Company Support & Lock-Up Agreement as of April 13, 2026, whereas the Reporting Person agrees to not trade the shares for 6 months after the Closing of the Company's Business Combination Agreement. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of XCF.
Item 7.	Material to be Filed as Exhibits.
	Ex. 1 Joint Filing Agreement Ex. 2 Company Support & Lock-Up Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EEME Energy SPV I, LLC

Signature:	EEME Energy SPV I, LLC
Name/Title:	Majique Ladnier, managing member
Date:	06/22/2026

Majique Ladnier

Signature:	Majique Ladnier
Name/Title:	Majique Ladnier, self
Date:	06/22/2026

FAQ

How much of XCF Global, Inc. does Majique Ladnier report owning in this Schedule 13D?

Majique Ladnier reports beneficial ownership of 144,274,860 XCF Global Class A shares, representing 36.2% of the class. This total includes shares held through EEME Energy SPV I, LLC and other SPVs where she is the sole member with voting and dispositive power.

What stake in XCF Global does EEME Energy SPV I, LLC disclose on this Schedule 13D?

EEME Energy SPV I, LLC discloses beneficial ownership of 109,499,560 XCF Global Class A shares, equal to 27.5% of the class. EEME reports sole voting and dispositive power over these shares, funded through investor loans used for notes and stock purchases.

How were the XCF Global shares held by the reporting persons acquired?

The reporting persons acquired XCF Global shares by converting promissory notes with principal of $8,400,000, making outright stock purchases, and receiving an advisory fee in stock. The filing also notes a separate $2,000,001 investment at $0.15 per share for 13,166,220 shares.

What does the Southern Energy Renewables transaction mean for XCF Global’s share structure?

XCF Global agreed to acquire Southern Energy Renewables from EEME in exchange for shares equal to 35% of XCF’s fully diluted stock at closing. Southern Energy will also gain the right to appoint two directors to XCF’s board as part of this transaction.

What lock-up and support commitments affect EEME’s XCF Global shares?

EEME entered a Company Support & Lock-Up Agreement on April 13, 2026, agreeing to vote its shares for a proposed business combination involving XCF and DevvStream entities. EEME also agreed not to sell 57,809,018 XCF shares until closing or termination and to a six‑month post‑closing trading lock-up.

At what price did EEME recently invest additional capital into XCF Global?

On May 28, 2026, EEME invested $2,000,001 into XCF Global at a price of $0.15 per share. This investment yielded 13,166,220 additional shares, further increasing its already significant beneficial ownership position in the company.