Business Context and Reporting Period
XCF Global, Inc. (SAFX) filed a Form 8-K on July 16, 2026, reporting a series of material definitive agreements entered into between July 16 and July 20, 2026. The company, incorporated in Delaware, is an emerging growth company. The filings detail new debt financing, warrant issuances, and a private placement of common stock.
Key Financial Metrics and Capital Structure Changes
- Debt Financing: Entered into a $400,000 senior secured promissory note with Hollywood Horizons, Inc. The note carries a 25% original issue discount (OID), resulting in a net purchase price of $300,000. Interest is 10% per annum, with a 60-day non-amortizing term.
- Warrant Issuance: Agreed to sell an initial warrant to GL PART SPV II, LLC for $1,000,000. This warrant covers up to 6,891,798 shares of Common Stock at an exercise price of $2.50 per share. The investor holds an option to purchase up to an additional $99.0 million in warrants.
- Equity Sale: Sold 6,666,667 shares of Common Stock to Lombard Street Partners, LLC for approximately $1,000,000.05.
- Equity Commitment Fee: Agreed to issue 500,000 shares of Class A Common Stock as a non-refundable commitment fee to Hollywood Horizons, Inc.
- Default Provisions: Reserved 5,000,000 shares of authorized but unissued Common Stock to be issued to Hollywood Horizons, Inc. immediately upon an Event of Default.
Material Changes and Agreements
The filing reports significant changes to the company's capital structure through three primary transactions:
- Short-Term Note (July 16, 2026): The company secured a short-term loan with mandatory prepayments from revenue collections and asset sales. The loan is secured by a first-priority security interest in the company's assets (excluding subsidiaries).
- Warrant Purchase Agreement (July 17, 2026): The investor, controlled by the company's largest beneficial owner, Majique Ladnier, has the right to purchase additional warrants through December 31, 2026. The total shares issuable under all warrants are capped at 50,000,000.
- Securities Purchase Agreement (July 20, 2026): A private placement of common stock was executed with payment and share issuance split into two installments.
Outlook, Risks, and Contingencies
- Registration Rights: The company must file a shelf registration statement for the resale of warrants and underlying shares by December 4, 2026 (or January 5, 2027, if additional warrants are purchased late in the year).
- Business Combination: The company agreed to file a registration statement for the Lombard Street Partners shares within two weeks of the effective date of a Form S-4 related to a proposed business combination with Southern Energy Renewables, Inc. and DevvStream Corp.
- Liquidity and Prepayment: The short-term note requires mandatory prepayments from revenue and asset sales, creating immediate cash flow obligations. Default interest accrues at 18% per annum.
- Dilution Risk: The agreements involve significant potential dilution through the issuance of commitment fee shares, default penalty shares, and the potential exercise of up to 50 million warrant shares.
Investor Verification Checklist
- Verify the closing date and receipt of funds for the $1,000,000 warrant sale and the $1,000,000 equity sale.
- Confirm the status of the proposed business combination with Southern Energy Renewables, Inc. and DevvStream Corp.
- Monitor the company's ability to meet the mandatory prepayment requirements on the $400,000 note due within 60 days.
- Review the impact of the 500,000 commitment fee shares and the 5,000,000 reserved default shares on existing shareholder equity.
- Check for the filing of the required shelf registration statement by the December 2026 deadline.