SAFX XCF Global, Inc.

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Executive Summary

XCF Global raised $4M in gross proceeds via two private placements of 26.7M shares at $0.15/share, representing ~18% dilution relative to a $146M market cap. The company also announced it is nearing completion of upgrades at its New Rise Reno refinery with a planned restart in early June. The dilutive raise provides near-term liquidity but signals ongoing cash needs for an early-stage business with no disclosed revenue.

Key Financial Metrics

Actionable Insight

Key Facts

• XCF entered into two securities purchase agreements: 13,333,340 shares to Brown Stone Capital Ltd. on May 22, 2026, and 13,333,340 shares to EEME Energy SPV I, LLC on May 25, 2026, each at $0.15/share for $2M gross proceeds.
• Total private placement: 26,666,680 shares for aggregate gross proceeds of $4,000,002.
• The shares were issued in unregistered transactions under Section 4(a)(2) and Rule 506(b) of Regulation D.
• XCF agreed to register the resale of the shares with the SEC in the future, potentially via an S-4 related to its pending business combination with Southern Energy Renewables and DevvStream Corp.
• The press release states the New Rise Reno refinery is in the final phase of conversion and expected to resume production in early June, subject to catalyst receipt, final commissioning, and standard start-up procedures.
• The filing references a prior sale of 100,000,000 shares to EEME and a term sheet dated January 26, 2026, as well as a prior securities purchase agreement dated April 15, 2026.
• Market cap is $146M; the $4M raise represents ~2.7% of market cap in cash, but the 26.7M shares issued represent significant dilution relative to the existing share count.

Financial Impact

Dilution of ~18% from 26.7M new shares at $0.15/share, raising $4M in cash. No revenue or earnings figures disclosed.

Risk Factors

• Significant dilution from 26.7M new shares; potential for further dilution if additional capital is needed.
• New Rise Reno restart is subject to catalyst receipt and commissioning — any delay would be negative.
• Pending business combination with Southern/DevvStream may not close; the filing notes it is binding but not obligated to close.
• The company is an early-stage business with limited operating history and requires substantial additional funds beyond this raise.
• Disputes with landlord and primary lender at the New Rise Reno facility are disclosed as risk factors.

Market Snapshot

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

US Market Status