XCF Global, Inc. (SAFX): M&A transaction — XCF Global completes business combination, provides financials and financing updates

XCF Global, Inc.

Business combination closed June 6, 2025; Legacy XCF valued at $1.75B pre-money; ~149.3M shares outstanding post-close.
All lock-up restrictions on legacy XCF shares waived, allowing immediate sale of converted shares.
Helena Note: $2M unsecured promissory note issued May 30, 2025; later amended with $2.25M cash payment and share return.
EEME Energy convertible notes: $2M and $4M tranches converted at ~$1.58 and ~$1.20 per share; EEME and affiliates hold ~19.7%.
Phillips 66 agreement amended clarifying feedstock title, metering, and reloading obligations at New Rise facility.

item 1.01 item 5.02 item 2.01 item 9.01 item 2.04 item 3.01 item 8.01 item 3.02 item 2.4 item 3.03 item 5.01 item 5.03 item 5.05 item 5.06 item 7.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

XCF Global, Inc.: Certificate of incorporation was amended in connection with the closing of the Business Combination on June 6, 2025 (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.: Bylaws were amended in connection with the closing of the Business Combination on June 6, 2025 (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

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.98

XCF Global, Inc.: Focus Impact and NewCo ceased being shell companies due to 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 0.98

XCF Global, Inc.: New XCF board adopted a Code of Ethics and Business Conduct on June 8, 2025 (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

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 (closed 2025-06-06).

Action: change of control
Counterparty: Focus Impact BH3 Acquisition Company
Closing: 2025-06-06

Exact text from the filing

As a result of the completion of the Business Combination pursuant to the Business Combination Agreement, a change of control of Focus Impact and NewCo occurred.

View on SEC.gov

89 governance changes filed in the last 30 days. Browse all governance changes →

XCF Global, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-25-018705

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