XCF Global Capital waives multiple conditions to advance business combination with BHAC

XCF Global Capital, Inc.

Waiver allows closing despite unresolved issues: 6-director board (4 XCF, 1 BHAC, 1 independent), Phillips 66 right of first refusal, Amended Key Agreement, and insurance not in place.
Board composition set: Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim (XCF), Wray Thorn (BHAC), Carter McCain (independent).
Matters related to Greater Nevada Credit Union Loan, Twain Ground Lease, and SAF Production from June 3 8-K also waived.
Waiver signed by both parties on June 5, 2025; Agreement originally dated March 11, 2024, previously amended three times.
Conditions not permanently waived could affect post-closing operations; no Company Material Adverse Effect condition unchanged.

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