XCF Global, Inc.

XCF Global, Inc. announced the termination of its Purchase Agreement with Helena Global Investment Opportunities I LTD. on June 15, 2026. This agreement, established on May 30, 2025, had allowed the company to issue and sell up to $50,000,000 of its common stock to Helena. The termination means that approximately 55,000,000 shares previously reserved for issuance are no longer reserved, reducing potential dilution and market overhang for existing shareholders. The company also stated it retains flexibility to pursue other financing alternatives.

XCF Global, Inc. entered into securities purchase agreements with accredited investors to issue an aggregate of 4,000,000 shares of its Class A common stock at $0.15 per share, raising approximately $600,000 in gross proceeds. H.C. Wainwright & Co. and Roth Capital Partners served as co-placement agents, receiving a 7% cash fee (or 233,333 shares) and warrants to purchase 3% of the shares sold. An existing stockholder directly purchased 666,666 shares for $100,000.

XCF Global, Inc. announced it has secured an additional $4,000,002 in equity capital through private placement agreements with Brown Stone Capital Ltd. and EEME Energy SPV I, LLC. The company issued 26,666,680 shares of its Class A common stock at $0.15 per share, with the proceeds intended to support strategic priorities and facility upgrades. Concurrently, XCF Global reported that its New Rise Renewables Reno facility has completed key upgrade work and is in the final phase of conversion, with production expected to resume in early June.

XCF Global, Inc. reported a net loss of $17.8 million for Q1 2026, significantly wider than the $7.5 million loss in Q1 2025, alongside a gross loss of $312,250 on revenue of $348,688. The company disclosed substantial doubt about its ability to continue as a going concern due to recurring operating losses and negative cash flows. Additionally, XCF Global entered into a binding term sheet for a proposed business combination with Southern Energy Renewables and DevvStream Corp., and raised $6.9 million from EEME Energy SPV I LLC to support this transaction and facility build-out.

XCF Global, Inc. announced an agreement to settle approximately $16.7 million in outstanding accounts payable due to Encore DEC, LLC by issuing 37,033,386 shares of its Class A Common Stock. This transaction, based on a conversion price of $0.451 per share, aims to strengthen XCF's balance sheet, enhance financial flexibility, and eliminate property liens related to construction activities at its New Rise Renewables Reno facility. Encore DEC is owned by Randy Soule, a major shareholder, whose beneficial ownership will increase to about 30.56% after the conversion.

XCF Global, Inc. announced an agreement to settle approximately $16.7 million of outstanding accounts payable and property liens owed to Encore DEC, LLC. This debt will be satisfied through the issuance of 37,033,386 shares of XCF Class A Common Stock at a conversion price of $0.451 per share. The company expects this transaction to strengthen its balance sheet, improve financial flexibility, and demonstrates confidence from a key stakeholder, Randy Soule, who will beneficially own approximately 30.56% of the company's Class A Common Stock after the conversion.

XCF Global, Inc. updated its investor presentation on May 4, 2026, making it available on the company's website. This update is in connection with a proposed transaction involving XCF, DevvStream, and Southern. The company plans to file a registration statement on Form S-4, which will include a proxy statement/prospectus, with the SEC regarding this transaction, and encourages investors to review these documents carefully.

XCF Global provided a Q1 2026 corporate and operational update, setting ambitious 2027 targets including $110-$120 million net revenue and 40-43 million gallons of renewable fuel production. The company also signed a definitive business combination agreement with Southern Energy Renewables and DevvStream, and a binding offtake agreement with BGN INTL for Sustainable Aviation Fuel (SAF) production. Additionally, XCF's subsidiary, New Rise Renewables Reno, entered a forbearance agreement with its landlord until January 1, 2027, resolving alleged defaults, in exchange for issuing 4,000,000 shares of common stock. The Reno facility is undergoing upgrades, targeting a return to operations in June 2026.

XCF Global, Inc. (SAFX) filed an Amendment No. 1 to its Form 10-K to provide detailed information for Part III, Items 10-14, focusing on corporate governance and executive compensation. The amendment outlines the current board of directors, their independence, and compensation, with three non-employee directors receiving $2.2 million each in stock awards in 2025. It also details executive compensation for 2025, including significant stock awards for former executives. A notable disclosure is the numerous delinquent Section 16(a) reports by officers, directors, and major shareholders, which the company is working to correct.

XCF Global, Inc. (SAFX) filed an Amendment No. 1 to its Form 10-K to include information for Part III, covering directors, executive officers, corporate governance, and executive compensation, which was not included in the initial filing. The amendment details the current board composition, director independence, and compensation for both directors and named executive officers for 2025. Notably, the filing also disclosed numerous delinquent Section 16(a) reports by officers, directors, and significant shareholders for 2025 and early 2026.