--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-25-022325" form_type: "8-K" ticker: "SAFX" cik: "0002019793" company_name: "XCF Global, Inc." filed_at: "2025-06-12T23:59:59+00:00" generated_at: "2026-05-19T11:34:18.198247+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # XCF Global completes business combination with Focus Impact; begins trading on Nasdaq under SAFX ## Summary - Pre-money equity value of XCF set at $1.75B; issued ~142M shares to XCF equityholders at $10.00/share. - Post-combination shares outstanding ~149.3M; ~157.8M fully diluted; no lock-up restrictions after waiver. - Entered forbearance agreement with landlord Twain GL XXVIII until Sept 3, 2025; to issue 4M shares as consideration. - Management reiterates substantial doubt about ability to continue as going concern; audited FY2024 financials delayed. - Board appointed: Carl Stanton (observer), Mihir Dange (CEO), Gregory Surette (CSO); Sponsor retains nomination rights. ## SEC filing metadata - accession: 0001140361-25-022325 - form_type: 8-K - ticker: SAFX - cik: 0002019793 - company_name: XCF Global, Inc. - filed_at: 2025-06-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 5.02, 2.04, 2.01, 8.01, 9.01, 3.02, 3.03, 5.01, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/ef20050548_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-25-022325 - JSON: https://secwatch.observer/filing/0001140361-25-022325.json - Plain text: https://secwatch.observer/filing/0001140361-25-022325.txt ## Key facts - Executive change Wray Thorn was appointed as director at XCF Global, Inc.. - Action: appointed - Role: director source text: Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Mihir Dange was appointed as Chief Executive Officer at XCF Global, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Mihir Dange Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Anne Anderson was appointed as director at XCF Global, Inc.. - Action: appointed - Role: director source text: Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Gregory R. Surette was appointed as Chief Strategy Officer and Secretary at XCF Global, Inc.. - Action: appointed - Role: Chief Strategy Officer and Secretary source text: Gregory R. Surette Chief Strategy Officer and Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Carter McCain was appointed as director at XCF Global, Inc.. - Action: appointed - Role: director source text: Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Wray Thorn resigned as director at XCF Global, Inc.. - Action: resigned - Role: director source text: Wray Thorn resigned as the sole director of NewCo evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Si-Yeon Kim was appointed as director at XCF Global, Inc.. - Action: appointed - Role: director source text: Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Gregory P. Savarese was appointed as Chief Marketing Officer at XCF Global, Inc.. - Action: appointed - Role: Chief Marketing Officer source text: Gregory P. Savarese Chief Marketing Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Sanford Cockrell was appointed as director at XCF Global, Inc.. - Action: appointed - Role: director source text: Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Pamela M. Abowd was appointed as Chief Accounting Officer at XCF Global, Inc.. - Action: appointed - Role: Chief Accounting Officer source text: Pamela M. Abowd Chief Accounting Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Mihir Dange was appointed as director at XCF Global, Inc.. - Action: appointed - Role: director source text: Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Simon Oxley was appointed as Chief Financial Officer at XCF Global, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Simon Oxley Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Executive change Jae Ryu was appointed as Head of Land Development at XCF Global, Inc.. - Action: appointed - Role: Head of Land Development source text: Jae Ryu Head of Land Development evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Governance Changes XCF Global, Inc.: New XCF certificate of incorporation amended via A&R Charter (effective 2025-06-06). - Change: charter amendment - Effective: 2025-06-06 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Governance Changes 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 source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Governance Changes 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 source text: As a result of the completion of the Business Combination, each of Focus Impact and NewCo ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - Governance Changes XCF Global, Inc.: New XCF bylaws amended via A&R Bylaws (effective 2025-06-06). - Change: bylaw amendment - Effective: 2025-06-06 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000114036125022325/0001140361-25-022325-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.