XCF Global, Inc. Amends Acquisition Filing
Ticker: SAFX · Form: 8-K/A · Filed: Oct 21, 2025 · CIK: 2019793
Sentiment: neutral
Topics: acquisition, amendment, material-event
TL;DR
XCF Global amended its acquisition filing - check for deal details and impact.
AI Summary
XCF Global, Inc. filed an 8-K/A on October 21, 2025, to amend a previous filing related to the completion of an acquisition. The amendment likely clarifies details or provides updated information regarding the transaction that occurred on or around June 30, 2025. The filing also indicates potential changes in control and modifications to security holder rights.
Why It Matters
This amendment to an 8-K filing suggests XCF Global, Inc. is providing further details or corrections on a significant acquisition, which could impact its business structure and future performance.
Risk Assessment
Risk Level: medium — Amendments to 8-K filings, especially those concerning acquisitions, can indicate complexities or changes in the original transaction, warranting closer scrutiny.
Key Players & Entities
- XCF Global, Inc. (company) — Registrant
- 0001493152-25-018705 (filing_id) — Accession Number
- 20251021 (date) — Filing Date
- 20251020 (date) — Date as of Change
- Focus Impact BH3 Ne (company) — Former Company Name
FAQ
What specific acquisition is XCF Global, Inc. amending details for?
The filing is an amendment to a previous 8-K, indicating it pertains to an acquisition that was previously reported, likely around the period of June 30, 2025, as suggested by the 'Conformed Period of Report'.
What are the main items being amended in this 8-K/A filing?
The filing indicates amendments related to 'Entry into a Material Definitive Agreement', 'Completion of Acquisition or Disposition of Assets', and potentially 'Changes in Control of Registrant' and 'Material Modifications to Rights of Security Holders'.
When was the original event related to this amendment likely to have occurred?
The 'Conformed Period of Report' is listed as 20250630, suggesting the original transaction or event being amended occurred around June 30, 2025.
What is the business address and phone number for XCF Global, Inc.?
The business address is 611 Peru Drive, Mccarran, NV 89434, and the business phone number is 408-332-2264.
What is the SIC code for XCF Global, Inc.?
The Standard Industrial Classification (SIC) code for XCF Global, Inc. is 2860, which corresponds to 'Industrial Organic Chemicals'.
Filing Stats: 4,762 words · 19 min read · ~16 pages · Grade level 14.5 · Accepted 2025-10-20 21:57:33
Key Financial Figures
- $0.0001 — tered Class A Common Stock, par value $0.0001 per share SAFX The Nasdaq Stock M
- $1,750,000,000 — pre-money equity value of Legacy XCF of $1,750,000,000, subject to adjustments for net debt an
- $10.00 — nd transaction expenses, and a price of $10.00 per share of New XCF Common Stock. At
- $2,000,000 — na Note") for gross principal amount of $2,000,000. The Helena Note bears interest of $400
- $400,000 — ,000. The Helena Note bears interest of $400,000, is unsecured, and is due at the earlie
- $2,400,000 — pon Helena's receipt of an aggregate of $2,400,000 in (i) payments from XCF and (ii) aggre
- $2,249,771 — hange for a cash payment from Helena of $2,249,771, XCF and Soule waived Helena's obligati
- $7.5 million — Company agreed to issue and sell up to $7.5 million in aggregate principal amount of conver
- $2.0 million — te in the aggregate principal amount of $2.0 million to EEME Energy (the "Initial EEME Finan
- $266,000 — e interest payment conversion amount of $266,000 into Company's Common stock. The conver
- $1.58 — The conversion price was approximately $1.58 per share (10% discount to the 5-day va
- $1.76 — -day variable weighted average price of $1.76), resulting in the issuance of 1,430,55
- $4.0 million — te in the aggregate principal amount of $4.0 million to EEME Energy (the "Subsequent EEME Fi
- $4,000,000 — ert the entire outstanding principal of $4,000,000 and the interest payment conversion amo
- $532,000 — e interest payment conversion amount of $532,000 into Company's Common stock. The conver
Filing Documents
- form8-ka.htm (8-K/A) — 487KB
- ex99-3.htm (EX-99.3) — 245KB
- ex99-4.htm (EX-99.4) — 1885KB
- ex99-5.htm (EX-99.5) — 223KB
- ex99-6.htm (EX-99.6) — 173KB
- ex99-7.htm (EX-99.7) — 175KB
- ex99-8.htm (EX-99.8) — 104KB
- ex99-9.htm (EX-99.9) — 265KB
- ex99-3_001.jpg (GRAPHIC) — 65KB
- ex99-3_002.jpg (GRAPHIC) — 111KB
- ex99-3_003.jpg (GRAPHIC) — 148KB
- ex99-3_004.jpg (GRAPHIC) — 88KB
- ex99-3_005.jpg (GRAPHIC) — 167KB
- ex99-4_001.jpg (GRAPHIC) — 3KB
- ex99-7_001.jpg (GRAPHIC) — 26KB
- ex99-7_002.jpg (GRAPHIC) — 17KB
- ex99-7_003.jpg (GRAPHIC) — 12KB
- 0001493152-25-018705.txt ( ) — 13461KB
- safx-20250630.xsd (EX-101.SCH) — 75KB
- safx-20250630_cal.xml (EX-101.CAL) — 95KB
- safx-20250630_def.xml (EX-101.DEF) — 537KB
- safx-20250630_lab.xml (EX-101.LAB) — 557KB
- safx-20250630_pre.xml (EX-101.PRE) — 564KB
- form8-ka_htm.xml (XML) — 1730KB
Business
Business Combination On March 11, 2024, Focus Impact, NewCo, Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo ("Merger Sub 1"), Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of NewCo ("Merger Sub 2"), and Legacy XCF entered into a business combination agreement (as amended, the "Business Combination Agreement"), pursuant to which Focus Impact agreed to combine with Legacy XCF in a series of transactions that would result in NewCo becoming a publicly traded company (collectively, the "Business Combination"), and in connection with the closing of the Business Combination, NewCo would change its name to "XCF Global, Inc." On June 6, 2025 (the "Closing Date"), the parties to the Business Combination Agreement completed the Business Combination. The terms of the Business Combination Agreement provided that the Business Combination would be completed on the Closing Date in two steps, with (i) Focus Impact merging with and into Merger Sub 1 (the "NewCo Merger"), with Merger Sub 1 surviving the NewCo Merger as a direct wholly owned subsidiary of NewCo and (ii) immediately following the NewCo Merger, Merger Sub 2 merging with and into Legacy XCF (the "Company Merger"), with Legacy XCF surviving the Company Merger as a direct wholly owned subsidiary of NewCo. In connection with the closing of the Business Combination, NewCo changed its name to "XCF Global, Inc." Pursuant to the terms of the Business Combination Agreement: in connection with the completion of the NewCo Merger (i) each share of Focus Impact Class A common stock, par value $0.0001 per share outstanding immediately prior to the effectiveness of the NewCo Merger was converted into the right to receive one share of New XCF Class A common stock, par value $0.0001 per share ("New XCF Common Stock") (rounded down to the nearest whole share), (ii) each share of Focus Impact Class B common stock, par value
01 by reference
Item 1.01 by reference. Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01. In addition, the material terms of the Business Combination are described in greater detail in the Proxy Statement/Prospectus in the section titled "Proposal No. 1 – The Business Combination Proposal – The Business Combination Agreement" beginning on page 172 thereof, which is incorporated into this Item 2.01 by reference. Focus Impact's stockholders considered, adopted and approved, among other matters, the Business Combination at a special meeting of Focus Impact's stockholders held on February 27, 2025. The Business Combination was subsequently consummated on June 6, 2025. Following the closing of the Business Combination, Focus Impact's Class A common stock, units and public warrants ceased trading on the OTC Pink Marketplace, and New XCF's Common Stock began trading on The Nasdaq Stock Market ("Nasdaq") on June 9, 2025, under the symbol "SAFX." There is no public trading market for the public warrants that remain outstanding. FORM 10 INFORMATION Pursuant to Item 2.01(f) of Form 8-K, if the registrant was a shell company, as NewCo was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a registration statement on Form 10. As a result of the completion of the Business Combination, NewCo ceased to be a shell company. Therefore, New XCF is providing below the information that would be included in a Form 10 if New XCF were to file a Form 10. Please note that the information provided below relates to the combined company after the completion of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Cautionary Note Regarding Forward-Looking Statements This Amendment No. 1 to Current Report on Form 8-K includes "forward-loo