XCF Global, Inc. Enters Material Definitive Agreement
Ticker: SAFX · Form: 8-K · Filed: Oct 27, 2025 · CIK: 2019793
Sentiment: neutral
Topics: material-agreement, financial-obligation, corporate-action
TL;DR
XCF Global just signed a big deal, creating new financial obligations.
AI Summary
On October 22, 2025, XCF Global, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company, formerly known as Focus Impact BH3 NewCo, Inc., is incorporated in Delaware and its principal executive offices are located in Houston, TX.
Why It Matters
This filing signals a significant new contract or financial commitment for XCF Global, Inc., which could impact its future financial obligations and operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to performance, financing, and market conditions.
Key Numbers
- 001-42687 — SEC File Number (Identifies the company's filing with the SEC.)
- 33-4582264 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- XCF Global, Inc. (company) — Registrant
- Focus Impact BH3 NewCo, Inc. (company) — Former company name
- October 22, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Houston, TX (location) — Address of principal executive offices
FAQ
What type of material definitive agreement did XCF Global, Inc. enter into?
The filing does not specify the exact nature of the material definitive agreement, only that one was entered into on October 22, 2025.
What is the nature of the financial obligation created by XCF Global, Inc.?
The filing states the creation of a 'Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' but does not provide specific details.
When was XCF Global, Inc. formerly known as Focus Impact BH3 NewCo, Inc.?
The company changed its name from Focus Impact BH3 NewCo, Inc. on April 15, 2024.
Where are XCF Global, Inc.'s principal executive offices located?
The principal executive offices are located at 2500 CityWest Blvd, Suite 150-138, Houston, TX 77042.
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: 734 words · 3 min read · ~2 pages · Grade level 11.5 · Accepted 2025-10-27 17:29:56
Key Financial Figures
- $0.0001 — tered Class A Common Stock, par value $0.0001 per share SAFX The Nasdaq Stock Mar
- $560,000 — enders, each in the principal amount of $560,000, for an aggregate principal amount of $
- $1,120,000 — 0, for an aggregate principal amount of $1,120,000 (individually, a "Note" and collectivel
- $60,000 — includes an original issue discount of $60,000 resulting in net proceeds of $500,000 f
- $500,000 — of $60,000 resulting in net proceeds of $500,000 for each Note (or $1,000,000 in the agg
- $1,000,000 — proceeds of $500,000 for each Note (or $1,000,000 in the aggregate). The Notes bear no
Filing Documents
- form8-k.htm (8-K) — 46KB
- ex10-1.htm (EX-10.1) — 94KB
- ex10-2.htm (EX-10.2) — 109KB
- 0001493152-25-019788.txt ( ) — 453KB
- safx-20251022.xsd (EX-101.SCH) — 3KB
- safx-20251022_lab.xml (EX-101.LAB) — 33KB
- safx-20251022_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 4KB
01
Item 1.01 Entry into a Material Definitive Agreement On October 22, 2025, XCF Global, Inc. (the "Company") entered into two separate promissory notes (the "Notes") with two separate institutional lenders, each in the principal amount of $560,000, for an aggregate principal amount of $1,120,000 (individually, a "Note" and collectively, the "Notes"). Each Note includes an original issue discount of $60,000 resulting in net proceeds of $500,000 for each Note (or $1,000,000 in the aggregate). The Notes bear no interest except upon an event of default, at which point interest accrues at 12% per annum on overdue amounts. The Notes mature three months from disbursement of the loan proceeds. Disbursement is conditioned upon the filing of a registration statement with the Securities and Exchange Commission registering shares of the Company's common stock issuable under the Purchase Agreement dated May 30, 2025, with Helena Global Investment Opportunities 1 Ltd. The Company is required to apply 50% of net proceeds from sales of common stock under the Purchase Agreement to repay the Notes on a pro rata basis. The Notes also contain mandatory prepayment provisions requiring immediate repayment using proceeds from any debt issuances other than permitted debt. The Notes contain additional customary representations, warranties, affirmative and negative covenants, and events of default. The negative covenants include restrictions on incurring additional indebtedness (other than permitted debt) and creating liens on Company assets, to amendments, waivers, and payments. The foregoing descriptions of the Notes do not purport to be complete and are qualified in their entirety by the terms and conditions thereof, the forms of which are filed herewith as Exhibit 10.1 and 10.2 and are incorporated into this Item 1.01 by reference.
03
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Financial Statements
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Skyfall Promissory Note dated October 22, 2025 10.2 YBR Promissory Note dated October 22, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XCF GLOBAL, INC. By: /s/ Simon Oxley Name: Simon Oxley Title: Chief Financial Officer Date: October 27, 2025 3