XCF Global, Inc. 8-K

What Happened
XCF Global, Inc. (SAFX) filed an 8‑K (May 29, 2026) reporting it entered into securities purchase agreements with Brown Stone Capital Ltd. and EEME Energy SPV I, LLC. Under those agreements the company agreed to issue 13,333,340 shares to each investor (26,666,680 shares total) of its Class A common stock at $0.15 per share for aggregate gross proceeds of approximately $2.0 million from each investor (about $4.0 million combined). The shares will be issued as unregistered securities relying on Section 4(a)(2) and Rule 506(b) of Regulation D; both purchasers have represented they are accredited investors. The company also issued a press release on May 29, 2026 announcing the transactions.

Key Details

• Two securities purchase agreements: one with Brown Stone Capital Ltd. and one with EEME Energy SPV I, LLC.
• Shares per agreement: 13,333,340; price per share: $0.15; proceeds per agreement: ≈ $2.0M; total shares ≈ 26,666,680; total proceeds ≈ $4.0M.
• Shares unregistered and issued under exemptions: Section 4(a)(2) and Rule 506(b) of Regulation D.
• Form of the securities purchase agreement and the company press release were filed as exhibits to the 8‑K.

Why It Matters
This is a private capital raise that will bring roughly $4 million in gross proceeds to XCF Global without a registered public offering. For existing shareholders, the issuance of ~26.67 million new Class A shares will increase the share count and result in dilution of current holdings. Because the shares are unregistered and sold to accredited investors under Regulation D, they will be subject to transfer restrictions. Investors should monitor subsequent disclosures for use of proceeds and any registration or resale plans.