XCF Global, Inc. 8-K/A

What Happened XCF Global, Inc. (SAFX) announced on May 6, 2026 that it entered into a Payable Acknowledgement and Settlement Agreement with Encore DEC, LLC to settle approximately $16.7 million in outstanding accounts payable by issuing 37,033,386 shares of Class A common stock. Encore DEC, which provided EPC and conversion services to subsidiary New Rise Renewables Reno, LLC, is 100% owned by Randall “Randy” Soule, a major shareholder. The conversion price was set at $0.451 per share. The company issued a press release about the transaction on May 12, 2026.

Key Details

• Amount settled: ~ $16.7 million in accounts payable converted to equity.
• Shares issued: 37,033,386 shares of Class A common stock.
• Conversion price: $0.451 per share (greater of 5-day average or prior close as defined).
• Ownership impact: Randall “Randy” Soule will beneficially own approximately 30.56% of outstanding Class A common stock after the issuance.
• Related party: Encore DEC is wholly owned by a major shareholder; agreement filed as Exhibit 10.1 and press release as Exhibit 99.1 to the 8-K.

Why It Matters This transaction reduces the company’s cash-payable obligations by converting $16.7M of supplier debt into equity, which conserves cash but dilutes existing shareholders. Because Encore DEC is owned by a major shareholder who will hold about 30.56% post-issuance, the deal is a related-party transaction and materially changes insider ownership concentration—facts investors should note when assessing control and potential voting influence. Documentation of the agreement and related press release are included in the Form 8-K.