XCF Global, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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Mar 31, 2026 · Filed May 15, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the period covered by this report, the Company issued the following unregistered securities:
| ● | An aggregate of 49,500,000 shares of Class A Common Stock to EEME Energy SPV I LLC at a price per share of $0.10 and was made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended. |
| ● | An aggregate of 275,144 shares of Class A Common Stock to BTIG, LLC, 93,985 shares, at a price per share of $2.66 and 181,159 shares at a price per share of $1.38 and was made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended. |
On May 14, 2026, XCF Global, Inc. (the “Company”) issued an aggregate of 39,067,006 restricted shares of its Class A Common Stock, $0.0001 par value per share (the “Common Stock”), to the recipients described below in exchange for the cancellation of an aggregate of $17,619,219.84 of indebtedness owed by the Company. Each of the following issuances was made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act.
| ● | Encore DEC, LLC. On May 14, 2026, the Company issued 37,033,385 restricted shares of Common Stock to Encore DEC, LLC (“Encore”) pursuant to the terms of the Payable Acknowledgement and Settlement Agreement, dated May 6, 2026, by and among the Company, New Rise Renewables Reno LLC and Encore (the “Encore Agreement”). The shares were issued in satisfaction of $16,702,057.00 of indebtedness owed by the Company to Encore at a conversion price of $0.451 per share. The shares were issued as fully paid and non-assessable shares of Common Stock, and no registration under the Securities Act was required in connection with the issuance. |
| ● | He Must Increase, LLC. On May 14, 2026, the Company issued 848,734 restricted shares of Common Stock to He Must Increase, LLC (“HMI”) pursuant to the terms of certain Debt Cancellation Agreements, each dated May 14, 2026, between the Company and HMI (the “HMI Agreements”). The shares were issued in satisfaction of an aggregate of $382,779.13 of indebtedness at a conversion price of $0.451 per share. The shares were issued as fully paid and non-assessable shares of Common Stock, and no registration under the Securities Act was required in connection with the issuance. |
| ● | Sumon Chaudhuri. On May 14, 2026, the Company issued 76,239 restricted shares of Common Stock to Sumon Chaudhuri (“Chaudhuri”) pursuant to the terms of the Consulting Agreement, dated November 19, 2025, between the Company and Chaudhuri (the “Chaudhuri Agreement”). The shares were issued in satisfaction of $34,383.71 of indebtedness owed by the Company to Chaudhuri at a conversion price of $0.451 per share. The shares were issued as fully paid and non-assessable shares of Common Stock, and no registration under the Securities Act was required in connection with the issuance. |
| ● | Steve Goodwin. On May 14, 2026, the Company issued 554,324 restricted shares of Common Stock to Steve Goodwin (“Goodwin”) pursuant to the terms of the Separation Agreement, dated as of March 1, 2025, between the Company and Goodwin (the “Goodwin Agreement”). The shares were issued in satisfaction of $250,000.00 of indebtedness owed by the Company to Goodwin at a conversion price of $0.451 per share. The shares were issued as fully paid and non-assessable shares of Common Stock, and no registration under the Securities Act was required in connection with the issuance. |
| ● | Joseph Cunningham. On May 14, 2026, the Company issued 554,324 restricted shares of Common Stock to Joseph Cunningham (“Cunningham”) pursuant to the terms of the Separation Agreement, dated as of February 28, 2025, between the Company and Cunningham (the “Cunningham Agreement”). The shares were issued in satisfaction of $250,000.00 of indebtedness owed by the Company to Cunningham at a conversion price of $0.451 per share. The shares were issued as fully paid and non-assessable shares of Common Stock, and no registration under the Securities Act was required in connection with the issuance. |
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