XCF Global, Inc. — fact timeline

XCF Global, Inc. terminated Purchase Agreement with Helena Global Investment Opportunities I LTD. and Focus Impact Bh3 Newco, Inc. valued at $50,000,000 (effective 2026-06-15).

“☐ Item 1.02. Termination of a Material Definitive Agreement On June 15, 2026, XCF Global Capital, Inc. (the “Company”) terminated that certain Purchase Agreement (the “Agreement”) dated as of May 30, 2025, by and between the Company, Helena Global Investment Opportunities I LTD. (the “Investor”), and Focus Impact Bh3 Newco, Inc., a Delaware corporation. As previously disclosed, pursuant to the Agreement, the Company had the right to issue and to sell to Helena from time to time, as provided in the Agreement, up to $50,000,000 of Company’s Common Stock, subject to the conditions set forth therein. The purchase price for the Common Stock so purchased by Helena pursuant to an advance notice was, pursuant to the Agreement, the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to each such advance. Upon termination of the Agreement, the approximately 55,000,000 shares of Common Stock pr”

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.

“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.”

XCF Global, Inc. issued 666,666 of the Shares of common stock to existing stockholder for gross proceeds of $100,000.

“An existing stockholder of the Company will purchase directly from us 666,666 of the Shares for gross proceeds of $100,000.”

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.

“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”

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.

“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.”

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).

“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.”

XCF Global, Inc. issued 13,333,340 shares of common stock to EEME Energy SPV I, LLC for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.

“On May 25, 2026, the Company entered into a securities purchase agreement (the “ EEME Agreement ”) with EEME Energy SPV I, LLC (“ EEME ”), pursuant to which the Company agreed to issue 13,333,340 shares (the “ EEME Shares ” and together, with the Brown Stone Shares, the “ Shares ”) of its Common Stock for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.”

XCF Global, Inc. issued 13,333,340 shares of common stock to Brown Stone Capital Ltd. for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.

“On May 22, 2026, XCF Global, Inc. (the “ Company ”), entered into a securities purchase agreement (the “ Brown Stone Agreement ”) with Brown Stone Capital Ltd. (“ Brown Stone ”), pursuant to which the Company agreed to issue 13,333,340 shares (the “ Brown Stone Shares ”) of its Class A common stock, par value $0.0001 (“ Common Stock ”) for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.”

XCF Global, Inc. entered into EEME Agreement with EEME Energy SPV I, LLC valued at 13,333,340 shares of Class A common stock for aggregate gross proceeds of $2 million at $0.15 per sh (effective 2026-05-25).

“On May 25, 2026, the Company entered into a securities purchase agreement (the “ EEME Agreement ”) with EEME Energy SPV I, LLC (“ EEME ”), pursuant to which the Company agreed to issue 13,333,340 shares (the “ EEME Shares ” and together, with the Brown Stone Shares, the “ Shares ”) of its Common Stock for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.”

XCF Global, Inc. entered into Brown Stone Agreement with Brown Stone Capital Ltd. valued at 13,333,340 shares of Class A common stock for aggregate gross proceeds of $2 million at $0.15 per sh (effective 2026-05-22).

“On May 22, 2026, XCF Global, Inc. (the “ Company ”), entered into a securities purchase agreement (the “ Brown Stone Agreement ”) with Brown Stone Capital Ltd. (“ Brown Stone ”), pursuant to which the Company agreed to issue 13,333,340 shares (the “ Brown Stone Shares ”) of its Class A common stock, par value $0.0001 (“ Common Stock ”) for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.”

XCF Global, Inc. entered into Encore Agreement with Encore DEC, LLC valued at approximately $16.7 million (effective 2026-05-06).

“On May 6, 2026, 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 approximately $16.7 million of outstanding accounts payable due to Encore DEC will be settled through the issuance of 37,033,386 shares of the Company’s Class A Common Stock”

XCF Global, Inc. entered into Encore Agreement payable acknowledgement and settlement agreement with Encore DEC, LLC valued at $16,700,000 debt settled via 37,033,386 shares of Class A Common Stock at $0.451 per share (effective 2026-05-06).

“On May 6, 2026, 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 approximately $16.7 million of outstanding accounts payable due to Encore DEC will be settled through the issuance of 37,033,386 shares of the Company’s Class A Common Stock”

XCF Global, Inc. issued 4,000,000 shares of common stock to Twain GL XXVIII, LLC.

“In consideration of Twain’s forbearance, XCF agreed to issue 4,000,000 shares of XCF Common Stock (the “ 2026 Landlord Shares ”) to Twain and agreed to use its reasonable best efforts to file a registration statement on appropriate form with the SEC to register the 2026 Landlord Shares for resale.”

XCF Global, Inc. entered into 2026 Twain Forbearance Agreement with Twain GL XXVIII, LLC (effective 2026-04-29).

“On April 29, 2026, New Rise Renewables Reno, LLC (“ New Rise Reno ”), a subsidiary of XCF Global, Inc. (“ XCF ” or the “ Company ”), and Twain GL XXVIII, LLC (“ Twain ”) entered into a Forbearance Agreement (the “ 2026 Twain Forbearance Agreement ”)”

XCF Global, Inc. entered into Business Combination Agreement with DevvStream Corp.; Southern Energy Renewables Inc.; DevvStream Merger Sub Inc.; Southern Merger Sub Inc. (effective 2026-04-13).

“on April 13, 2026, the Company entered into a definitive Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “BCA” and the transactions contemplated thereby, collectively, the “Transactions”), by and among the Company, DevvStream, Southern, DevvStream Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“DevvStream Merger Sub”), and Southern Merger Sub Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of the Company (“Southern Merger Sub”).”

XCF Global, Inc. terminated Supply and Offtake Agreement with Phillips 66 Company (effective 2026-04-02).

“On April 2, 2026, Phillips 66 Company (“ Phillips 66 ”) delivered formal notice (the “ Notice ”) to New Rise Renewables Reno, LLC (“ New Rise ”), a wholly owned subsidiary of the Company, of the termination of the Supply and Offtake Agreement, dated May 23, 2017 (as amended, the “ Agreement ”), between New Rise and Phillips 66.”

XCF Global, Inc. entered into Term Sheet for a Renewable Fuel Tolling Agreement with BGN (effective 2026-04-09).

“On April 9, 2026, XCF Global, Inc. (the “ Company ”) entered into a Term Sheet for a Renewable Fuel Tolling Agreement with BGN, an independent global energy and commodities group, pursuant to which it is anticipated that the Company will provide the following services to BGN both at its New Rise Reno facility and, potentially, a second, future XCF facility:”

XCF Global, Inc. issued 7,000,000 million shares of common stock to EEME Energy SPV I LLC for $700,000.

“Contemporaneously with the execution of this Term Sheet, EEME is expected to purchase 7,000,000 million shares of Common Stock for $700,000.”

XCF Global, Inc. entered into Term Sheet with Southern Energy Renewables, Inc., DevvStream Corp., and EEME Energy SPV I LLC valued at $10 million (effective 2026-01-26).

“On January 26, 2026, XCF Global, Inc., a Delaware corporation (“ XCF ” or the “ Company ”), entered into a binding term sheet (the “ Term Sheet ”) with Southern Energy Renewables, Inc., a Louisiana corporation (“ Southern ”), DevvStream Corp., an Alberta corporation (“ DEVS ”), and EEME Energy SPV I LLC (“ EEME ”), which sets forth the principal terms and conditions of a proposed business combination and related financing transactions”

XCF Global, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“December 9, 2025, XCF Global, Inc. (the “Company”) received a written notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market. The Notice stated that the bid price of the Company’s common stock had closed below $1.00 per share for 30 consecutive business days, from October 27, 2025 to December 8, 2025, and that, in accor”

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).

“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.”

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).

“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.”

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).

“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.”

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).

“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.”

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).

“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.”

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).

“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").”

XCF Global, Inc. incurred loan of $560,000 each, aggregate $1,120,000 with two separate institutional lenders at 12% per annum upon default maturing three months from disbursement.

“On October 22, 2025, XCF Global, Inc. (the “Company”) entered into two separate promissory notes (the “Notes”) with two separate institutional lenders, each in the principal amount of $560,000, for an aggregate principal amount of $1,120,000”

XCF Global, Inc.: Focus Impact and NewCo ceased being shell companies due to completion of the Business Combination (effective 2025-06-06).

“As a result of the completion of the Business Combination, each of Focus Impact and NewCo ceased being a shell company.”

XCF Global, Inc.: New XCF board adopted a Code of Ethics and Business Conduct on June 8, 2025 (effective 2025-06-08).

“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).”

XCF Global, Inc.: Bylaws were amended in connection with the closing of the Business Combination on June 6, 2025 (effective 2025-06-06).

“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.”

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).

“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.”

XCF Global, Inc. underwent a change of control involving Focus Impact BH3 Acquisition Company (closed 2025-06-06).

“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.”

XCF Global, Inc. faced acceleration on loan with Greater Nevada Credit Union.

“the acceleration of the full unpaid balances of the GNCU Loan pursuant to GNCU’s rights under the loan documents relating to the GNCU Loan. The acceleration notice indicated that the amount owing as of August 5, 2025, excluding applicable fees, costs, and penalties, is $130,671,882.10.”

XCF Global, Inc. reported a default on loan of $112,580,000 with Greater Nevada Credit Union.

“the Company’s existing sustainable aviation fuel (“SAF”) production facility in Reno, Nevada. New Rise Reno has four notes payable outstanding, in aggregate principal amount of $112,580,000, to Greater Nevada Credit Union (“GNCU”), as the successor to Jefferson Financial Federal Credit Union (the “GNCU Loan”). The GNCU Loan was underwritten by certain guarantees”

XCF Global, Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“August 21, 2025, XCF Global, Inc. (the “Company”) was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was no longer compliant with Nasdaq rule 5250(c)(1) due to the delay in filing the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Q2 Form 10-Q”). Under Nasdaq rules, XCF has 60 calendar days, or until October 20, 2025, to submit a plan to regain compliance. If XCF’s plan is accepted, Nasdaq can grant an exception of up to 180 calendar days from the due date of the Q2 Form 10-Q, or until February 17, 2026, to regain compliance. The notice ha”

XCF Global, Inc. incurred convertible notes of $2.0 million with EEME Energy SPV I LLC at 13.3% of the principal amount.

“On the same date, the Company and EEME Energy consummated the initial closing under the Note Purchase Agreement and issued a Note in the aggregate principal amount of $2.0 million to EEME Energy.”

XCF Global, Inc.: Focus Impact and NewCo ceased being a shell company upon completion of the Business Combination (effective 2025-06-06).

“As a result of the completion of the Business Combination, each of Focus Impact and NewCo ceased being a shell company.”

XCF Global, Inc.: New XCF board adopted a Code of Ethics and Business Conduct (effective 2025-06-08).

“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).”

XCF Global, Inc.: New XCF bylaws amended via A&R Bylaws (effective 2025-06-06).

“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.”

XCF Global, Inc.: New XCF certificate of incorporation amended via A&R Charter (effective 2025-06-06).

“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.”

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).

“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”

Pamela M. Abowd was appointed as Chief Accounting Officer at XCF Global, Inc..

“Pamela M. Abowd Chief Accounting Officer”

Jae Ryu was appointed as Head of Land Development at XCF Global, Inc..

“Jae Ryu Head of Land Development”

Gregory P. Savarese was appointed as Chief Marketing Officer at XCF Global, Inc..

“Gregory P. Savarese Chief Marketing Officer”

Gregory R. Surette was appointed as Chief Strategy Officer and Secretary at XCF Global, Inc..

“Gregory R. Surette Chief Strategy Officer and Secretary”

Simon Oxley was appointed as Chief Financial Officer at XCF Global, Inc..

“Simon Oxley Chief Financial Officer”

Carter McCain was appointed as director at XCF Global, Inc..

“Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.”

Si-Yeon Kim was appointed as director at XCF Global, Inc..

“Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.”

Sanford Cockrell was appointed as director at XCF Global, Inc..

“Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.”

Anne Anderson was appointed as director at XCF Global, Inc..

“Mihir Dange, Anne Anderson, Sanford Cockrell, Si-Yeon Kim, Wray Thorn and Carter McCain were appointed as directors of New XCF.”