Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wray Thorn was appointed as director at XCF Global, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mihir Dange was appointed as Chief Executive Officer at XCF Global, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Mihir Dange Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anne Anderson was appointed as director at XCF Global, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory R. Surette was appointed as Chief Strategy Officer and Secretary at XCF Global, Inc..
- Action
- appointed
- Role
- Chief Strategy Officer and Secretary
Exact text from the filing
Gregory R. Surette Chief Strategy Officer and Secretary
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carter McCain was appointed as director at XCF Global, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wray Thorn resigned as director at XCF Global, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
Wray Thorn resigned as the sole director of NewCo
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Si-Yeon Kim was appointed as director at XCF Global, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory P. Savarese was appointed as Chief Marketing Officer at XCF Global, Inc..
- Action
- appointed
- Role
- Chief Marketing Officer
Exact text from the filing
Gregory P. Savarese Chief Marketing Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sanford Cockrell was appointed as director at XCF Global, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pamela M. Abowd was appointed as Chief Accounting Officer at XCF Global, Inc..
- Action
- appointed
- Role
- Chief Accounting Officer
Exact text from the filing
Pamela M. Abowd Chief Accounting Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mihir Dange was appointed as director at XCF Global, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Simon Oxley was appointed as Chief Financial Officer at XCF Global, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Simon Oxley Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jae Ryu was appointed as Head of Land Development at XCF Global, Inc..
- Action
- appointed
- Role
- Head of Land Development
Exact text from the filing
Jae Ryu Head of Land Development
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
XCF Global, Inc.: New XCF certificate of incorporation amended via A&R Charter (effective 2025-06-06).
- Change
- charter amendment
- Effective
- 2025-06-06
Exact text from the filing
On June 6, 2025, in connection with the closing of the Business Combination, each of New XCF’s certificate of incorporation and bylaws was amended (the “A&R Charter” and the “A&R Bylaws”), respectively.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
XCF Global, Inc.: New XCF board adopted a Code of Ethics and Business Conduct (effective 2025-06-08).
- Change
- code of ethics
- Effective
- 2025-06-08
Exact text from the filing
On June 8, 2025, the New XCF board of directors approved and adopted a Code of Ethics and Business Conduct applicable to all employees, officers and directors of New XCF, including New XCF’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
XCF Global, Inc.: Focus Impact and NewCo ceased being a shell company upon completion of the Business Combination (effective 2025-06-06).
- Change
- shell status
- Effective
- 2025-06-06
Exact text from the filing
As a result of the completion of the Business Combination, each of Focus Impact and NewCo ceased being a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
XCF Global, Inc.: New XCF bylaws amended via A&R Bylaws (effective 2025-06-06).
- Change
- bylaw amendment
- Effective
- 2025-06-06
Exact text from the filing
On June 6, 2025, in connection with the closing of the Business Combination, each of New XCF’s certificate of incorporation and bylaws was amended (the “A&R Charter” and the “A&R Bylaws”), respectively.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
XCF Global, Inc. underwent a change of control involving Focus Impact BH3 Acquisition Company for a pre-money equity value of XCF of $1,750,000,000 (closed 2025-06-06).
- Action
- change of control
- Counterparty
- Focus Impact BH3 Acquisition Company
- Consideration
- a pre-money equity value of XCF of $1,750,000,000
- Closing
- 2025-06-06
Exact text from the filing
of New XCF Common Stock (rounded down to the nearest whole share) determined in accordance with the Business Combination Agreement based on a pre-money equity value of XCF of $1,750,000,000, subject to adjustments for net debt and transaction expenses, and a price of $10.00 per share of New XCF Common Stock. At the closing of the Business Combination, NewCo issued an
View on SEC.gov
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