--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-26-028380" form_type: "8-K" ticker: "SAFX" cik: "0002019793" company_name: "XCF Global, Inc." filed_at: "2026-06-12T13:00:17+00:00" generated_at: "2026-06-12T13:01:39.014270+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # XCF Global raises ~$600K in private placement; references pending business combination ## Summary - Issues 4M shares at $0.15/share for gross proceeds of ~$600K to accredited investors. - Placement agents H.C. Wainwright and Roth Capital receive 233,333 shares and warrants at $0.21, 5-year term. - Existing stockholder purchases 666,666 shares directly for $100K. - Exhibit references planned business combination with Southern Energy Renewables and DevvStream. ## SEC filing metadata - accession: 0001493152-26-028380 - form_type: 8-K - ticker: SAFX - cik: 0002019793 - company_name: XCF Global, Inc. - filed_at: 2026-06-12T13:00:17+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 1.01, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2019793/000149315226028380/0001493152-26-028380-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2019793/000149315226028380/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-26-028380 - JSON: https://secwatch.observer/filing/0001493152-26-028380.json - Plain text: https://secwatch.observer/filing/0001493152-26-028380.txt ## Key facts - Equity Issuances XCF Global, Inc. issued 233,333 shares of its Common Stock of common stock to H.C. Wainwright & Co., LLC for in lieu of cash fee of 7% of aggregate gross proceeds. - Security: common stock - Shares: 233,333 shares of its Common Stock - Purchaser: H.C. Wainwright & Co., LLC - Consideration: in lieu of cash fee of 7% of aggregate gross proceeds source text: the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (" Wainwright "), pursuant to which it agreed to pay a cash fee of 7% of the aggregate gross proceeds raised in the offering, in lieu of which cash fee the Company agreed to issue to the placement agents an aggregate of 233,333 shares of its Common Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315226028380/0001493152-26-028380-index.htm - Equity Issuances XCF Global, Inc. issued warrants to purchase common stock of the Company equal to 3% of the aggregate number of shares of common stock sold in the offering of warrant to placement agents (H.C. Wainwright & Co. and Roth Capital Partners) for engagement letter with cash fee of 7% of aggregate gross proceeds and reimbursement of legal fees. - Security: warrant - Shares: warrants to purchase common stock of the Company equal to 3% of the aggregate number of shares of common stock sold in the offering - Purchaser: placement agents (H.C. Wainwright & Co. and Roth Capital Partners) - Consideration: engagement letter with cash fee of 7% of aggregate gross proceeds and reimbursement of legal fees source text: In connection with the offering, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“ Wainwright ”), pursuant to which it agreed to pay a cash fee of 7% of the aggregate gross proceeds raised in the offering, in lieu of which cash fee the Company agreed to issue to the placement agents an aggregate of 233,333 shares of its evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315226028380/0001493152-26-028380-index.htm - Equity Issuances XCF Global, Inc. issued aggregate of 4,000,000 shares of common stock to certain accredited investors for aggregate gross proceeds of approximately $600,000.00 at a purchase price per share of $0.15. - Security: common stock - Shares: aggregate of 4,000,000 shares - Purchaser: certain accredited investors - Consideration: aggregate gross proceeds of approximately $600,000.00 at a purchase price per share of $0.15 source text: On June 11, 2026, XCF Global, Inc. (the " Company "), entered into securities purchase agreements with certain accredited investors (the " Purchase Agreement ") pursuant to which the Company agreed to issue an aggregate of 4,000,000 shares (the " Shares ") of its Class A common stock, par value $0.0001 (" Common Stock ") for aggregate gross proceeds of approximately $600,000.00 at a purchase price per share of $0.15. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315226028380/0001493152-26-028380-index.htm - Equity Issuances XCF Global, Inc. issued 666,666 of the Shares of common stock to existing stockholder for gross proceeds of $100,000. - Security: common stock - Shares: 666,666 of the Shares - Purchaser: existing stockholder - Consideration: gross proceeds of $100,000 source text: An existing stockholder of the Company will purchase directly from us 666,666 of the Shares for gross proceeds of $100,000. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315226028380/0001493152-26-028380-index.htm - Material Agreements XCF Global, Inc. entered into Purchase Agreement with certain accredited investors valued at aggregate gross proceeds of approximately $600,000.00 (effective 2026-06-11). - Action: entry - Agreement: equity purchase - Counterparty: certain accredited investors - Value: aggregate gross proceeds of approximately $600,000.00 - Effective: 2026-06-11 source text: On June 11, 2026, XCF Global, Inc. (the “ Company ”), entered into securities purchase agreements with certain accredited investors (the “ Purchase Agreement ”) pursuant to which the Company agreed to issue an aggregate of 4,000,000 shares (the “ Shares ”) of its Class A common stock, par value $0.0001 (“ Common Stock ”) for aggregate gross proceeds of approximately $600,000.00 at a purchase price per share of $0.15. evidence_url: https://www.sec.gov/Archives/edgar/data/2019793/000149315226028380/0001493152-26-028380-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.