Brown Stone Capital (SAFX) discloses 23.53M shares; 6.6% ownership

Rhea-AI Filing Summary

XCF Global, Inc. reports that Brown Stone Capital Ltd (represented by Nima Montazeri) beneficially owns 23,533,340 shares of its Class A common stock, representing 6.6% of the class. The filing states the percentage is calculated on 359,230,165 shares outstanding, based on 332,563,485 shares outstanding as of May 14, 2026 plus two issuances of 13,333,340 shares on May 25, 2026 and May 28, 2026.

Insights

Corporate Governance Analyst

Filing records a passive beneficial ownership disclosure of 6.6%.

The Schedule 13G lists 23,533,340 shares as beneficially owned with sole voting and dispositive power. The statement ties the 6.6% figure to an aggregate base of 359,230,165 shares derived from an as‑of figure and two recent issuances dated May 25, 2026 and May 28, 2026.

Because the filing reports ownership and voting power without describing a change of control or a transaction, the disclosure should be treated as a positional snapshot; future filings would show any changes.

Capital Markets Specialist

Ownership size is moderate; percentage calculation is explicitly disclosed.

The filing specifies sole voting and dispositive power over 23,533,340 shares and shows the denominator derivation: 332,563,485 shares outstanding as of May 14, 2026 plus two issuances of 13,333,340 shares each on May 25, 2026 and May 28, 2026, giving 359,230,165 as the basis for 6.6%.

Any market impact depends on whether these holdings are sold or otherwise transacted; the filing itself does not describe planned distributions or sales.

Key Figures

Beneficial ownership: 23,533,340 shares Percent of class: 6.6% Shares outstanding (basis): 359,230,165 shares +3 more

6 metrics

Beneficial ownership 23,533,340 shares Amount beneficially owned as reported on the Schedule 13G

Percent of class 6.6% Percent of Class A common stock based on disclosed denominator

Shares outstanding (basis) 359,230,165 shares Denominator used to calculate 6.6% (see comment explaining components)

Shares outstanding (as of) 332,563,485 shares Shares outstanding as of <date>May 14, 2026</date> reported on Form 10-Q

Issuance to Brown Stone 13,333,340 shares Shares issued to Brown Stone on <date>May 28, 2026</date>

Issuance to third party 13,333,340 shares Shares issued to an unrelated third party on <date>May 25, 2026</date>

Key Terms

Schedule 13G, beneficially owned, sole dispositive power, shares outstanding

4 terms

Schedule 13G regulatory

"The filing is identified as a Schedule 13G reporting beneficial ownership"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned regulatory

"Item 4(a) Amount beneficially owned: 23,533,340.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power regulatory

"Item 4(iii) Sole power to dispose or to direct the disposition of: 23,533,340.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

shares outstanding financial

"The percentage is based on 359,230,165 shares of the issuer's Class A common stock outstanding"

Shares outstanding are the total number of a company’s stock units held by all shareholders, including institutional investors and company insiders — think of them as the total number of slices of the company’s ownership pie. Investors use this number to calculate how much of the company each share represents, and it directly affects per-share measures like earnings per share, ownership percentage and valuation; when the slice count changes, an investor’s claim and the company’s per-share metrics change too.

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Available on EDGAR 06/18/2026 - 04:05 PM Accepted by SEC EDGAR 06/18/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What stake does Brown Stone Capital hold in XCF Global (SAFX)?

Brown Stone Capital beneficially owns 23,533,340 shares of Class A common stock, equal to 6.6% of the class according to the filing.

How did the filing calculate the 6.6% ownership figure?

The percentage is based on 359,230,165 shares outstanding, derived from 332,563,485 shares as of May 14, 2026 plus two issuances of 13,333,340 shares on May 25, 2026 and May 28, 2026.

Does the Schedule 13G show voting or dispositive power for Brown Stone?

Yes. The filing reports sole voting power and sole dispositive power over the 23,533,340 shares listed by the filer.

Who signed the Schedule 13G for Brown Stone Capital?

Nima Montazeri signed the filing as President on June 18, 2026, per the signature block included in the submission.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

XCF Global, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

98400U103

(CUSIP Number)

05/28/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 98400U103

1

Names of Reporting Persons

Brown Stone Capital Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 23,533,340.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 23,533,340.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

23,533,340.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.60 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The percentage of class is based on 359,230,165 shares of the issuer's Class A common stock outstanding, based on (i) 332,563,485 shares outstanding as of May 14, 2026, as reported on the issuer's Quarterly Report on Form 10-Q filed by the issuer with the Securities and Exchange Commission (the "SEC") on May 15, 2026, plus (ii) 13,333,340 shares issued to Brown Stone Capital Ltd. ("Brown Stone") on May 28, 2026, plus (iii) 13,333,340 shares issued to an unrelated third party on May 25, 2026, as reported on the issuer's Current Report on Form 8-K filed by the issuer with the SEC on May 29, 2026.

SCHEDULE 13G

CUSIP Number(s): 98400U103

1

Names of Reporting Persons

Montazeri Nima

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 23,533,340.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 23,533,340.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

23,533,340.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.60 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The percentage of class is based on 359,230,165 shares of the issuer's Class A common stock outstanding, based on (i) 332,563,485 shares outstanding as of May 14, 2026, as reported on the issuer's Quarterly Report on Form 10-Q filed by the issuer with the SEC on May 15, 2026, plus (ii) 13,333,340 shares issued to Brown Stone on May 28, 2026, plus (iii) 13,333,340 shares issued to an unrelated third party on May 25, 2026, as reported on the issuer's Current Report on Form 8-K filed by the issuer with the SEC on May 29, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: XCF Global, Inc.
(b)	Address of issuer's principal executive offices: 2500 CityWest Blvd. Suite 150-138 Houston TX 77042
Item 2.
(a)	Name of person filing: Brown Stone Capital, Ltd.
(b)	Address or principal business office or, if none, residence: Rear No. 2 Glenthorne Road, London, United Kingdom, N11 3HT
(c)	Citizenship: United Kingdom
(d)	Title of class of securities: Class A Common Stock, $0.0001 par value per share
(e)	CUSIP Number(s): 98400U103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 23,533,340.00
(b)	Percent of class: 6.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 23,533,340.00
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 23,533,340.00
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Brown Stone Capital Ltd

Signature:	/s/ Nima Montazeri
Name/Title:	President
Date:	06/18/2026

Montazeri Nima

Signature:	/s/ Nima Montazeri
Name/Title:	Nima Montazeri
Date:	06/18/2026