--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-25-025031" form_type: "8-K" ticker: "SAFX" cik: "0002019793" company_name: "XCF Global, Inc." filed_at: "2025-11-26T23:59:59+00:00" generated_at: "2026-05-16T16:40:25.379942+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # XCF Global converts $28M payable and $8M debt into shares; majority owner stake rises to 53.6% ## Summary - Encore DEC, LLC settles $28M accounts payable for 36.8M shares at $0.7613/share; Randy Soule beneficial ownership rises to ~53.6%. - GL Part SPV I, LLC converts $2.35M loan and $4.24M notes/interest for ~8.66M shares at $0.7613/share, reaching ~19.9% ownership. - Company issued 102k shares to Narrow Road and 36.5k to Cribb as penalty for overdue notes, and 240k shares to Polar for default. - Encore and Focus Impact BHAC Sponsor agreed to 6-month lock-up on portions of their shares. - Overall, ~46M shares issued from these conversions, significantly diluting existing shareholders. ## SEC filing metadata - accession: 0001493152-25-025031 - form_type: 8-K - ticker: SAFX - cik: 0002019793 - company_name: XCF Global, Inc. - filed_at: 2025-11-26T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2019793/000149315225025031/0001493152-25-025031-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2019793/000149315225025031/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-25-025031 - JSON: https://secwatch.observer/filing/0001493152-25-025031.json - Plain text: https://secwatch.observer/filing/0001493152-25-025031.txt ## Key facts - Material Agreements XCF Global, Inc. entered into Encore Company Support Agreement with Encore DEC, LLC valued at Encore agreed not to transfer, sell, hedge, pledge, or otherwise dispose of 35% of Encore's 36,779,1 (effective 2025-11-24). - Action: entry - Counterparty: Encore DEC, LLC - Value: Encore agreed not to transfer, sell, hedge, pledge, or otherwise dispose of 35% of Encore's 36,779,1 - Effective: 2025-11-24 source text: 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 Act of 1933, as amended. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315225025031/0001493152-25-025031-index.htm - Material Agreements XCF Global, Inc. entered into Encore Agreement with Encore DEC, LLC valued at $28,000,000 of the then outstanding accounts payable due to Encore will be settled through the issua (effective 2025-11-19). - Action: entry - Agreement: settlement - Counterparty: Encore DEC, LLC - Value: $28,000,000 of the then outstanding accounts payable due to Encore will be settled through the issua - Effective: 2025-11-19 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315225025031/0001493152-25-025031-index.htm - Material Agreements XCF Global, Inc. entered into Conversion Agreements with various creditors valued at conversion of outstanding payables, liabilities, and notes into shares of Class A Common Stock (effective 2025-11-19). - Action: entry - Counterparty: various creditors - Value: conversion of outstanding payables, liabilities, and notes into shares of Class A Common Stock - Effective: 2025-11-19 source text: 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"). evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315225025031/0001493152-25-025031-index.htm - Material Agreements XCF Global, Inc. amended Amendment No. 2 to Form of Promissory Note with XCF Global Capital, Inc. and GL Part SPV I, LLC valued at right to convert $1,200,000 principal and $240,000 interest into shares of Class A Common Stock at $ (effective 2025-11-19). - Action: amendment - Counterparty: XCF Global Capital, Inc. and GL Part SPV I, LLC - Value: right to convert $1,200,000 principal and $240,000 interest into shares of Class A Common Stock at $ - Effective: 2025-11-19 source text: On November 19, 2025, the Company, XCF Global Capital, Inc. and GL entered into an amendment to the form of promissory note dated February 13, 2025 (the "Amendment No. 2") whereby GL has the right to convert $1,200,000 of the then outstanding principal amount and $240,000 of interest due to GL into shares of the Company's Class A Common Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315225025031/0001493152-25-025031-index.htm - Material Agreements XCF Global, Inc. entered into GL Loan Agreement with GL Part SPV I, LLC valued at right to convert $2,350,000 of outstanding loan payable into shares of Class A Common Stock at $0.76 (effective 2025-11-19). - Action: entry - Agreement: credit facility - Counterparty: GL Part SPV I, LLC - Value: right to convert $2,350,000 of outstanding loan payable into shares of Class A Common Stock at $0.76 - Effective: 2025-11-19 source text: On November 19, 2025, the Company, New Rise Reno and GL Part SPV I, LLC ("GL") entered into a loan acknowledgement and conversion agreement (the "GL Loan Agreement") whereby GL has the right to convert $2,350,000 of the then outstanding loan payable to GL into shares of the Company's Class A Common Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315225025031/0001493152-25-025031-index.htm - Material Agreements XCF Global, Inc. amended Amendment No. 1 to Form of Promissory Note with XCF Global Capital, Inc. and GL Part SPV I, LLC valued at right to convert $2,500,000 principal and $300,000 interest into shares of Class A Common Stock at $ (effective 2025-11-19). - Action: amendment - Counterparty: XCF Global Capital, Inc. and GL Part SPV I, LLC - Value: right to convert $2,500,000 principal and $300,000 interest into shares of Class A Common Stock at $ - Effective: 2025-11-19 source text: On November 19, 2025, the Company, XCF Global Capital, Inc. and GL entered into an amendment to the form of promissory note dated April 17, 2025 (the "Amendment No. 1") whereby GL has the right to convert $2,500,000 of the then outstanding principal amount and $300,000 of interest due to GL into shares of the Company's Class A Common Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315225025031/0001493152-25-025031-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.