XCF Global Reports Material Agreement, Financial Obligations

TL;DR

XCF Global signed a big deal, took on debt, and sold stock. Big moves happening.

AI Summary

On November 25, 2025, XCF Global, Inc. entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant financial and contractual developments for XCF Global, Inc., potentially impacting its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• XCF Global, Inc. (company) — Registrant
• November 25, 2025 (date) — Date of Report
• November 19, 2025 (date) — Earliest Event Reported
• Focus Impact BH3 NewCo, Inc. (company) — Former Company Name
• 20240415 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share SAFX The Nasdaq Stock Mar
• $28,000,000 — "Encore Agreement"), pursuant to which $28,000,000 of the then outstanding accounts payabl
• $0.7613 — e conversion price was determined to be $0.7613 per share and will result in 36,779,193
• $2,350,000 — t") whereby GL has the right to convert $2,350,000 of the then outstanding loan payable to
• $2,500,000 — 1") whereby GL has the right to convert $2,500,000 of the then outstanding principal amoun
• $300,000 — e then outstanding principal amount and $300,000 of interest due to GL into shares of th
• $1,200,000 — 2") whereby GL has the right to convert $1,200,000 of the then outstanding principal amoun
• $240,000 — e then outstanding principal amount and $240,000 of interest due to GL into shares of th
• $700,000 — ote") for the gross principal amount of $700,000. The Narrow Road Note bears interest of
• $140,000 — The Narrow Road Note bears interest of $140,000, is unsecured, and is due at the earlie
• $250,000 — ote") for the gross principal amount of $250,000. The Cribb Note bears interest of $50,0
• $50,000 — 0,000. The Cribb Note bears interest of $50,000, is unsecured, and is due at the earlie
• $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
• $2,000,000 — ert the entire outstanding principal of $2,000,000 and the interest payment conversion amo

Filing Documents

• form8-k.htm (8-K) — 87KB
• ex10-1.htm (EX-10.1) — 37KB
• ex10-2.htm (EX-10.2) — 64KB
• ex10-3.htm (EX-10.3) — 33KB
• ex10-4.htm (EX-10.4) — 18KB
• ex10-5.htm (EX-10.5) — 18KB
• ex10-6.htm (EX-10.6) — 62KB
• 0001493152-25-025031.txt ( ) — 535KB
• safx-20251125.xsd (EX-101.SCH) — 3KB
• safx-20251125_lab.xml (EX-101.LAB) — 33KB
• safx-20251125_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 25, 2025 (November 19, 2025) XCF GLOBAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-42687 33-4582264 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2500 Houston , TX 77042 (Address of principal executive offices, including zip code) (346) 630-4724 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share SAFX The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement On November 19, 2025, XCF Global, Inc. (the "Company" or "XCF") and certain subsidiaries entered into a series of agreements to convert or permit the conversion of outstanding payables, liabilities, and notes owed to certain creditors, some of which are related parties of the Company, into shares of the Company's Class A Common Stock (the "Conversion Agreements"). Each Conversion Agreement provides for the extinguishment of specified obligations in exchange for the issuance of shares of Class A Common Stock. Encore DEC, LLC Payable Settlement On November 19, 2025, the Company, New Rise Renewables Reno, LLC ("New Rise Reno"), a subsidiary of the Company, and Encore DEC, LLC ("Encore") entered into a payable acknowledgement and settlement agreement (the "Encore Agreement"), pursuant to which $28,000,000 of the then outstanding accounts payable due to Encore will be settled through the issuance of shares of the Company's Class A Common Stock. Encore provides Engineering, Procurement and Construction ("EPC") services to the Company. Encore is 100% owned by Randy Soule, the majority shareholder of the Company, and has provided feedstock degumming hydrotreater off gas conservation system construction services and sustainable aviation fuel conversion services to New Rise Reno. Under the Encore Agreement, the conversion price is equal to the higher of: (a) the closing price of the Company's Class A Common Stock on the trading day immediately preceding the agreement date, and (b) the average closing price over the five (5) trading days immediately preceding the agreement date. The conversion price was determined to be $0.7613 per share and will result in 36,779,193 shares of Class A Common Stock being issued to Encore. After the conversion, Randall Soule will beneficially own approximately 53.6% of the Company's outstanding Class A Common Stock. The foregoing description of the Encore Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference. Encore DEC, LLC Company Support Agreement On November 24, 2025, the Company and Encore entered into a Company Support Agreement (the "Encore Company Support Agreement"), pursuant to which, Encore agreed not to transfer, sell, hedge, pledge, or otherwise dispose of 35% of Encore's 36,779,193 beneficially owned shares of Class A Common Stock of the Company (12,872,718 shares) until the earlier to occur of (a) the date the Company waives the Encore Company Support Agreement and (b) six months from the date in which the registration statement filed by the Company with the Securities and Exchange Commission to register the resale of the shares held by Encore becomes effective under the Securities A

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View this 8-K filing on SEC EDGAR