Form 8-K

8-K — XCF Global, Inc.

Accession: 0001493152-26-025723

Filed: 2026-05-29

Period: 2026-05-22

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002019793

2026-05-22

iso4217:USD

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xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 22, 2026

XCF

GLOBAL, INC.

(Exact name of registrant as specified

in its charter)

Delaware

001-42687

33-4582264

(State

or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2500

CityWest Blvd. Suite 150-138

Houston,

Texas

(Address

of principal executive offices)

77042

(Zip

Code)

(346)

630-4724

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock

SAFX

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement

Private

Placement Issuances

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.

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.

The

Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued

in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D

as promulgated under the Securities Act. Each of Brown Stone and EEME have represented that it is an accredited investor, as defined

in Rule 501 of Regulation D promulgated under the Securities Act.

The

foregoing descriptions of the Brown Stone Agreement and EEME Agreement do not purport to be complete and are qualified in their entirety

by the terms and conditions thereof, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is

incorporated into this Item 1.01 by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K under “Private Placement Issuances,” is incorporated

into this Item 3.02 by reference.

Item

8.01 Other Events.

May 29, 2026, the Company issued a press release regarding the Brown Stone Agreement and EEME Agreement. A copy of the press release

is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

10.1

Form

of Securities Purchase Agreement

99.1

Press Release dated May 29, 2026.

104

Cover

page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

May 29, 2026

XCF

GLOBAL, INC.

By:

/s/

Christopher Cooper

Name:

Christopher

Cooper

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May ____, 2026 (the “Effective Date”),

is by and between XCF Global, Inc., a Delaware corporation (the “Company”), and [__] (“Buyer”).

RECITALS

Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, 13,333,340 shares of

Common Stock of the Company (the “Shares”), for an aggregate equity investment equal to $2,000,001.

The Company and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities 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 (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)

under the Securities Act.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and Buyer (the “Parties”) hereby agree as

follows:

PURCHASE

AND SALE OF SHARES.

(a)

Purchase of Shares. On the Effective Date, upon delivery and execution of this Agreement by both parties hereto, the Company shall

issue and sell to Buyer, and Buyer shall purchase from the Company 13,333,340 Shares.

(b)

Closing. The closing (the “Closing”) of the purchase of the Shares by the Buyer shall take place by electronic

exchange of executed documents.

(c)

Purchase Price. The aggregate purchase price for the Shares to be purchased by Buyer (the “Purchase Price”)

shall be Two Million and One Dollars ($2,000,001). All references to currency herein shall be deemed to refer to United States Dollars.

(d)

Form of Payment. On the Effective Date, (i) Buyer shall pay the Purchase Price to the Company by wire transfer of immediately

available funds to such account as designated by the Company in Exhibit A attached hereto, and (ii) the Company shall deliver

or cause to be delivered to Buyer notification(s) produced by the direct registration system maintained by the Company’s transfer

agent evidencing ownership of the Shares and registered in the name of Buyer or its nominee designated by the Buyer.

(e)

Registration Rights. The Company shall register the resale of the Shares by the Buyer with U.S. Securities and Exchange Commission

either (i) in connection with the Form S-4 registration statement the Company intends to file in connection with its recently announced

Business Combination Agreement with Southern Energy Renewables, Inc., a Louisiana corporation (“Southern”) and DevvStream

Corp., an Alberta corporation (“DEVS”), or (ii) if such registration statement is not available for the registration

of the resale of the Shares, concurrently with registration of the resale of the 100,000,000 shares of common stock the Company has sold

to EEME Energy SPV I LLC (“EEME”) and to Buyer pursuant to the term sheet dated January 26, 2026 between EEME, the Company,

Southern and DEVS and the Securities Purchase Agreement between the Company and Buyer dated April 15, 2026.

BUYER’S

REPRESENTATIONS AND WARRANTIES.

Buyer

represents and warrants to the Company that, as of the Effective Date:

(a)

Organization; Authority. Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction

of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement

and otherwise to carry out its obligations hereunder.

(b)

No Public Sale or Distribution. Buyer is acquiring the Shares for its own account and not with a view towards, or for resale in

connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered

or exempted under the Securities Act; provided, however, by making the representations herein, Buyer does not agree, or make any representation

or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any

time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act. Buyer does

not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares in violation

of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company,

a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity

or any department or agency thereof.

(c)

Accredited Buyer Status. Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(d)

Reliance on Exemptions. Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the

truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Shares.

(e)

Information. Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations

of the Company and materials relating to the offer and sale of the Shares that have been requested by Buyer. Buyer and its advisors,

if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations

conducted by Buyer or its advisors, if any, or its representatives shall modify, amend or affect Buyer’s right to rely on the Company’s

representations and warranties contained herein. Buyer understands that its investment in the Shares involves a high degree of risk and

hereby acknowledges reviewing the Company’s Risk Factors set forth in its Annual Report on Form 10-K for the year ended December

31, 2025. Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision

with respect to its acquisition of the Shares.

(f)

No Governmental Review. Buyer understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the

Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

(g)

Transfer or Resale. Buyer understands that: (i) the Shares have not been and are not being registered under the Securities Act

or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,

(B) Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to

the Company, to the effect that such Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption

from such registration, or (C) Buyer provides the Company with reasonable assurance that such securities can be sold, assigned or transferred

pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”);

(ii) and will contain standard transfer restrictions.

(h)

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer and shall

constitute the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with its terms, except as may be

limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation or other

laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(i)

No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions

contemplated hereby and thereby will not (i) result in a violation of the organizational documents of Buyer, or (ii) conflict with, or

constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights

of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Buyer is a party, or (iii)

result in a violation of any Law (including U.S. federal and state securities laws) applicable to Buyer, except in the case of clauses

(ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably

be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder.

(j)

Residency. Buyer is a resident of that jurisdiction specified below its address on the signature page of Buyer attached hereto.

(k)

Independent Evaluation. Buyer confirms and agrees that (i) it has independently evaluated the merits of its decision to purchase

the Shares, (ii) it has not relied on the advice of, or any representations by any placement agent or any affiliate thereof or any of

their respective representatives in making such decision.

(l)

Acknowledgement of Risk. Buyer acknowledges and understands that its investment in the Shares involves a significant degree of

risk, including, without limitation, (i) the Company remains an early stage business with limited operating history and requires substantial

funds in addition to the proceeds from the sale of the Shares; (ii) an investment in the Company is speculative, and only purchasers

who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) Buyer may not be able

to liquidate its investment; (iv) transferability of the Shares is limited; (v) in the event of a disposition of the Shares, Buyer could

sustain the loss of its entire investment; and (vi) the Company has not paid any dividends on its Common Shares since inception and does

not anticipate the payment of dividends in the foreseeable future.

REPRESENTATIONS

AND WARRANTIES OF THE COMPANY.

The

Company represents and warrants to Buyer that, as of the Effective Date and as of the Effective Time (except as to any representations

and warranties that specifically relate to an earlier date):

(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the Delaware, and has the requisite

corporate power and capacity to own, lease and operate its properties and to carry on its business as now being conducted. Each of the

Company’s subsidiaries is duly incorporated or organized, as the case may be, and validly existing and in good standing (to the

extent such concept exists in such subsidiary’s home jurisdiction) under the laws of the jurisdiction of its incorporation or organization,

as the case may be, and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties

(b)

The Shares have been duly authorized and, when issued, delivered and paid for pursuant to this Agreement, will be validly issued, fully

paid and non-assessable.

(c)

This Agreement has been duly authorized, validly executed and delivered by the Company and shall constitute the legal, valid and binding

obligations of the Company enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected

by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of

creditors generally, or (ii) principles of equity, whether considered at law or equity. The Company has all requisite power and authority

to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement, including the issuance and

sale of the Shares. All action on the part of the Company, its officers, directors and shareholders necessary for the authorization of

the Shares, the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated

herein, including the issuance and sale of the Shares, has been taken.

(d)

A copy of each form, report, statement, schedule, proxy and other document filed by the Company with the U.S. Securities and Exchange

Commission (the “SEC”) on or prior to the Effective Date (collectively, the “SEC Reports”) is available

to Buyer (including via the SEC’s EDGAR system). As of their respective filing dates, all SEC Reports complied in all material

respects with the requirements of the Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations

of the SEC promulgated thereunder. None of the SEC Reports filed under the Exchange Act (except to the extent that information contained

in any SEC Report has been superseded by a later timely filed SEC Report) contained, when filed or, if amended, as of the date of such

amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,

not misleading. The financial statements of the Company included in the SEC Reports, as applicable, comply in all material respects with

applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing,

or, if amended, as of the date of such amendment, and fairly present in all material respects the financial position of the Company as

of and for the dates thereof and the results of operations and cash flows for the periods presented, subject to (i) in the case of unaudited

statements, to normal, year-end audit adjustments, and such consolidated financial statements have been prepared in conformity with United

States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)

(except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes

required by GAAP), and (ii) changes to historical accounting policies of the Company in connection with any order, directive, guideline,

comment or recommendation from the SEC that is applicable to the Company. There are no outstanding or unresolved comments in comment

letters from the staff of the SEC with respect to any of the SEC Reports. For the avoidance of doubt, any restatement of the financial

statements of the Company and any amendments to previously filed SEC Reports or delays in filing SEC Reports, in connection with any

guidance from the SEC following the date of this Agreement, shall not be deemed to constitute a breach of this Section 3(d). Additionally,

for avoidance of doubt, any amendment or modification of any SEC Report (or any agreement filed as an exhibit to any SEC Report) from

its initial filing date in a subsequent filing shall not be deemed to constitute a breach of this Section 3(d).

(e)

The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated

hereby and thereby will not (i) result in a violation of the organizational documents of the Company, or (ii) conflict with, or constitute

a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in

a violation of any Law (including U.S. federal and state securities laws) applicable to the Company, except in the case of clauses (ii)

and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be

expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(f)

Assuming the accuracy of Buyer’s representations and warranties set forth in Section 2, no registration under the Securities

Act is required for the sale and issuance of the Shares. The Shares (i) were not offered to Buyer by any form of general solicitation

or general advertising and (ii) are not being offered to Buyer in a manner involving a public offering under, or in a distribution in

violation of, the Securities Act, or any state or other applicable securities laws.

MISCELLANEOUS.

(a)

Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been

duly given when delivered (a) in person, (b) by electronic means (including e-mail) so long as the sender has not received machine-generated

notice of unsuccessful transmission other than as a result of actions taken by or on behalf of the recipient, (c) one (1) Business Day

after being sent, if sent by reputable, nationally recognized overnight courier service or (d) three (3) Business Days after being mailed,

if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following

addresses (or at such other address for a Party as shall be specified by like notice):

to Buyer: Rear No 2 Glenthorne Road, London, N11 3HT, United Kingdom

to the Company: 2500 City West Blvd, Suite 150-13, Houston, TX 77042

(b)

Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of

the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise

without the prior written consent of the Parties, and any assignment without such consent shall be null and void; provided, that

the no such assignment shall relieve the assigning Party of its obligations hereunder.

(c)

Third Parties. Unless otherwise specified, nothing contained in this Agreement or in any instrument or document executed by any

party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the

benefit of, any Person that is not a Party or thereto or a successor or permitted assign of such a Party

(e)

Governing Law; Jurisdiction. The Law of the State of Delaware shall govern (a) all claims or matters related to or arising from

this Agreement (including any tort or non-contractual claims), and (b) any questions, disputes or other matters in connection with the

construction, interpretation, validity and enforceability hereof, and the performance of the obligations imposed by this Agreement, in

each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any

other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware. Each of the Parties

submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then

to the Federal District Court for the District of Delaware, in any Proceeding arising out of or relating to this Agreement, agrees that

all claims in respect of the Proceeding shall be heard and determined in any such court and agrees not to bring any Proceeding arising

out of or relating to this Agreement in any other courts.

(f)

Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW

ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN

CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY

AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH

HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION

WITH LEGAL COUNSEL.

(g)

Severability. Whenever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under

applicable Law. In case any provision in this Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction,

such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid,

legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected

or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.

Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute

for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal

and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(h)

Amendment and Waiver. This Agreement may, at any time and from time to time be amended by mutual written agreement of the Parties.

No waiver by any Party of any default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not,

shall be deemed to extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any

other, prior or subsequent such occurrence.

(i)

Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached

hereto, which exhibits and schedules are incorporated herein by reference, contain the entire agreement and understanding among the Parties

with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings and discussions,

whether written or oral, relating to such subject matter in any way. This Agreement embodies the justifiable expectations of sophisticated

parties derived from arm’s-length negotiations and no Person has any special relationship with another Person that would justify

any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction.

(j)

Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or

more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original

but all of which taken together shall constitute one and the same agreement.

[signature

pages follow]

WITNESS WHEREOF, each Party has caused this Agreement to be signed and delivered as of the date first written above.

XCF

Global Inc.

By:

Name:

Title:

[BUYER]

By:

Name:

Title:

SIGNATURE

PAGE TO SECURITIES PURCHASE AGREEMENT

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

XCF

Global Announces Additional Equity Capitalization and Nears Completion of Upgrades to New Rise Reno Facility and Operational Restart

HOUSTON,

TX / ACCESS Newswire / May 29, 2026 / XCF Global, Inc. (“XCF”) (NASDAQ: SAFX), a U.S.-based producer of renewable diesel

and sustainable aviation fuel (“SAF”) focused on decarbonizing transportation while supporting domestic fuel supply and energy

security, today announced that it has entered into additional securities purchase agreements for the private placement of an aggregate

of 26,666,680 shares of the Company’s common stock for total gross proceeds of $4,000,002

“We

are pleased to announce this additional equity capital, which we believe provides further support for the execution of our strategic

priorities,” stated Chris Cooper, XCF’s Chief Executive Officer. “As we begin finalizing our planned upgrade of our

New Rise Renewables Reno facility for production in June, this financing enhances our flexibility as we work to move those efforts forward.”

addition, XCF has completed key upgrade work at its New Rise Reno refinery, and the facility is now in the final phase of its planned

conversion. The work remains on schedule and XCF believes it will resume production in early June as planned, subject to catalyst receipt,

final commissioning and standard start-up procedures.

Under

the terms of the securities purchase agreements, XCF agreed to register the resale of the shares with the U.S. Securities and Exchange

Commission in the future.

XCF

believes these financings reflect continued investor support for the Company’s strategy as it advances its planned facility upgrade,

broader corporate initiatives and the next phase of its growth.

The

offer and sale of the foregoing securities were made in a transaction not involving a public offering, and the securities have not been

registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the securities may not be

offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

About

XCF Global, Inc.

XCF

Global, Inc. (“XCF”) is a U.S.-based producer of renewable diesel and sustainable aviation fuel (“SAF”) focused

on decarbonizing transportation while supporting domestic fuel supply and energy security. Our flagship facility, New Rise Renewables

Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential

expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors

to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.

learn more, visit www.xcf.global

Contacts

XCF

Global: Corporate Comms

media@xcf.global

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements

regarding the potential of sustainable aviation fuel to reduce greenhouse gas emissions, the prospectus of XCF’s commercial operations

and growth strategy, and the expected to return to operations of XCF’s New Rise Renewables Reno facility in June 2026. All statements,

other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and

results and other statements that are not historical facts and are sometimes identified by the words “aim,” “may,”

“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”

“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”

“plan,” “could,” “would,” “project,” “predict,” “continue,” “target,”

“objective,” “goal,” “designed,” or the negatives of these words or other similar terms or expressions

that concern XCF’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current

plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these

risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those

expressed or implied by such forward-looking statements.

can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially

from any plans, estimates, or expectations in such forward-looking statements.

Forward-looking

statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties

that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important

factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic

and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global’s expenses, including

manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates

and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations

and any agreements with regard to XCF Global’s business combination agreement with DevvStream Corp. and Southern Energy Renewables

Inc. (the “Business Combination”) and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted

against the parties to the Business Combination or others; (5) XCF Global’s ability to regain compliance with Nasdaq’s continued

listing standards and thereafter continue to meet Nasdaq’s continued listing standards; (6) XCF Global’s ability to integrate

the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global’s ability to raise financing

to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility’s ability

to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise

Reno production facility’s ability to produce renewable diesel in commercial quantities without interruption during the ongoing

SAF ramp-up process; (10) XCF Global’s ability to resolve current disputes between its New Rise subsidiary and its landlord with

respect to the ground lease for the New Rise Reno facility; (11) XCF Global’s ability to resolve current disputes between its New

Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility;

(12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13)

the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination;

(14) XCF Global’s ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which

may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships

with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks

related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities;

(17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability

of tax credits and other federal, state or local government support; (19) risks relating to XCF Global’s and New Rise’s key

intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk

that XCF Global’s reporting and compliance obligations as a publicly-traded company divert management resources from business operations;

(21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated

with operating as a public company; and (23) various factors beyond management’s control, including general economic conditions

and other risks, uncertainties and factors set forth in XCF Global’s filings with the Securities and Exchange Commission (“SEC”),

including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will

make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances,

or XCF Global’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking

statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that

could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements

reflect XCF Global’s expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking

statements should not be relied upon as representing XCF Global’s assessments as of any date subsequent to the date of this Press

Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these

forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.

Although

the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction.

The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the

business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction

will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking

statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.

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