XCF Global, Inc 8-K, filed Jul 15, 2025
XCF Global, Inc. (SAFX)
8-K
2025-07-15
For: 2025-07-10
View Original
Added on
April 09, 2026
About this 8-K
XCF Global, Inc filed this 8-K on July 15, 2025, reporting on events of July 10, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 10, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(346 ) 630-4724
(Registrant's telephone number, including area code)
N/A
(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 obligations of the registrant under any of the following
provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒
If 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.
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On July 10, 2025, XCF Global, Inc. (the “Company”) and Helena Global Investment Opportunities I Ltd (“Helena”) entered into Amendment No. 1 (“Amendment No. 1”) to
Promissory Note dated May 30, 2025, by and between Focus Impact BH3 NewCo, Inc., as Borrower, Helena and Randall Soule (“Soule”). Pursuant to Amendment No. 1, in exchange for a cash payment from Helena of $2,249,771.14, the Company and Soule waived
Helena’s obligation to return certain shares of the Company’s Class A Common Stock pursuant to Section 11.2 of the original Promissory Note.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which is
filed herewith as Exhibit 10.1, and is incorporated into this Item 1.01 by reference.
On July 10, 2025, the Company and Soule agreed (the “Soule Amendment”) to amend the Share Issuance Agreement dated as of May 30, 2025 between XCF Global Capital, Inc. and
Soule. Under the terms of the Soule Amendment, Soule has agreed to return to the Company for cancellation certain shares of the Company’s Class A Common Stock that had been issued to him pursuant to the original agreement between XCF Global
Capital, Inc. and Soule.
The foregoing description of the Soule Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which
is filed herewith as Exhibit 10.2, and is incorporated into this Item 1.01 by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information in Item 1.01 relating to Amendment No. 1 is incorporated into this Item 2.03 by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits.
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Exhibit
No.
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Description
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Amendment No. 1, dated as of July 10, 2025, to Promissory Note dated May 30, 2025, by and between Focus Impact BH3 NewCo, Inc., aa Borrower, XCF Global Capital, Inc. and Helena Global Investment Opportunities I
Ltd
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Amendment dated July 10, 2025 Share Issuance Agreement dated as of May 30, 2025 between XCF Global Capital, Inc. and Randall Soule
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1
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.
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XCF GLOBAL, INC.
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By:
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/s/ Simon Oxley |
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| Name: Simon Oxley | ||||
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Title: Chief Financial Officer
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Date:
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July 15, 2025 | |||
2
Exhibit 10.1
AMENDMENT NO. 1
TO
PROMISSORY NOTE DATED MAY 30, 2025
THIS AMENDMENT NO. 1 TO PROMISSORY NOTE DATED MAY 30, 2025 (this “Amendment No. 1”) is made and entered into as of July 10, 2025 by and among XCF
Global, Inc. (f/k/a Focus Impact BH3 NewCo, Inc.), a Delaware corporation (the "Borrower"), Helena Global Investment Opportunities 1 Ltd or its assigns (the "Noteholder"), and, for the limited purposes identified in the Promissory Note dated May
30, 2025 (the “Original Note”), Randall Soule, an individual ( “Soule”), and together with the Borrower and Noteholder, the "Parties").
Pursuant to Section 12.11 of the Original Note, the Parties have agreed to amend the Original Note as set forth in this Amendment No. 1. Unless
otherwise provided in this Amendment No. 1, all defined terms used in this Amendment No. 1 shall have the same meaning as provided in the Original Note.
| 1. |
Amendment of Section 11.2 of the Original Note. Section 11.2 of the Original Note is hereby amended
and restated in its entirety as follows:
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“11.2 Upon the Noteholder’s receipt of two million four hundred thousand United States Dollars ($2,400,000) in (i) payments from the Borrower,
and (ii) aggregate net proceeds (the proceeds minus clearing fees, brokerage fees, transfer agent fees, legal costs and taxes on gains associated with the sale of Advanced Shares) from the sale of Advanced Shares, the Noteholder shall transfer to
Soule any Advanced Shares remaining in its possession at that time, and upon such transfer, Soule shall become the beneficial owner of such Advanced Shares and the Noteholder will have no further rights in and to such Advanced Shares; provided,
however, that the Noteholder’s obligation to return such Advanced Shares to Soule may, at the option of the Noteholder, be satisfied by payment as directed by Soule of $2,249,771.14, in cash, to an account designated by Soule. Once the Noteholder
has exercised this option for payment in cash, upon payment of the amount as directed by Soule provided herein, the Noteholder’s obligation to transfer such shares to Soule will have been satisfied as per its obligations under this Section 11.2.
In connection with any transfer otherwise required by this Section 11.2, each of the Noteholder and Soule grants the Borrower a limited power of attorney for the purpose of effectuating the foregoing transfer, and agrees to take any and all
action reasonably requested by the Borrower or the Borrower’s transfer agent necessary to effectuate such transfer.”
Addition of section 12 of the Original Note.
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The Company will indemnify and hold each Investor, its Affiliates and their respective directors, officers, managers, shareholders, members, partners, employees and agents and
permitted successors and assigns (each, an “Investor Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies,
damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation and defense (collectively, “Losses”) that any such Investor Party may suffer or incur as a result of or relating to:
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any material breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document;
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any material misrepresentation made by the Company in any Transaction Document or in any SEC Document;
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any material omission to state any material fact necessary in order to make the statements made in any SEC Document, in light of the circumstances under which they were made, not
misleading;
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any Proceeding before or by any court, public board, government agency, self-regulatory organization or body based upon, or resulting from the execution, delivery, performance or
enforcement of any of the Transaction Documents or the consummation of the transactions contemplated thereby, and whether or not such Investor is party thereto by claim, counterclaim, crossclaim, as a defendant or otherwise, or if such
Proceeding is based upon, or results from, any of the items set forth in clauses (i) through (iii) above;
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except, in the case of clauses (ii) and (iii) above, to the extent, but only to the extent, that such misrepresentation or omission is based upon information regarding such
Investor furnished in writing to the Company by or on behalf of the Investor expressly for use therein or the Investor has omitted a material fact from such information or otherwise violated the 1933 Act, 1934 Act or any state securities
law or any rule or regulation thereunder.
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If any action shall be brought against any Investor Party in respect of which indemnity may be sought pursuant to this Agreement, such Investor Party shall promptly notify the
Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Investor Party. Any Investor Party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the
Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material
issue between the position of the Company and the position of such Investor Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be
liable to any Investor Party under this Agreement (i) for any settlement by an Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to
the extent that a loss, claim, damage or liability is attributable to any Investor Party’s breach of any of the representations, warranties, covenants or agreements made by such Investor Party in this Agreement or in the other Transaction
Documents.
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In addition to the indemnity contained herein, the Company will reimburse each Investor Party for its reasonable legal and other expenses (including the cost of any
investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred.
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The provisions of this Section 12.1 shall survive the termination or expiration of this Agreement.
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No Further Amendment. The Parties agree that, except as provided herein, all other provisions of the Original Note shall, subject to the amendments set forth in Section 1 of this
Amendment No. 1, continue unmodified, in full force and effect and constitute legal and binding obligations of all Parties in accordance with its terms. This Amendment No. 1 is limited precisely as written and shall not be deemed to be an
amendment to any other term or condition of the Agreement or any of the documents referred to therein. Upon the execution and delivery of this Amendment No. 1 by each of the Parties, the Original Note, as modified by this Amendment No. 1
shall constitute the Note for all purposes.
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[signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of July 10, 2025.
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XCF GLOBAL, INC.
(f/k/a FOCUS IMPACT BH3 NEWCO, INC.)
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By /s/ Mihir Dange
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Name: Mihir Dange
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Title: Chief Executive Officer
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By its acceptance of this Amendment No. 1, Soule acknowledges and agrees to be bound by the provisions of Section 6, Section 11, and Section 12 of the Original Note, as amended by this
Amendment No. 1.
SOULE
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/s/ Randy Soule
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Name: Randall Soule
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By its acceptance of this Note, the Noteholder acknowledges and agrees to be bound by the provisions of Section 11 of the Original Note, as amended by this Amendment No. 1.
Helena Global Investment Opportunities 1 Ltd
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By /s/ Jeremy Weech
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Name: Jeremy Weech
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Title: Managing Partner
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Exhibit 10.2
XCF Global, Inc.
July 10, 2025
Randall Soule
Dear Randy:
In connection with that certain Promissory Note dated as of May 30, 2025 (the “Promissory Note”) issued by Focus Impact BH3 NewCo, Inc. (“NewCo”), as the Borrower, to
Helena Global Investment Opportunities 1 Ltd (“Helena”), as the Noteholder, you agreed to cause to be transferred to the Noteholder such number of shares of common stock of XCF Global Capital, Inc. (the “Company”) held by you such that upon the
closing of the proposed business combination (the “Business Combination”) between the Company, NewCo, Focus Impact BH3 Acquisition Company and the other parties to the related Business Combination Agreement, Helena Entity shall have registered in
its name two million (2,000,000) shares of Class A Common Stock of NewCo (n/k/a XCF Global, Inc.) (“XCF”), which resulted in your transfer of 2,840,000 shares of the Company’s common stock to the Noteholder.
By agreement between you and the Company dated May 30, 2025, in consideration of your agreement to transfer the shares to the Noteholder, the Company issued your
2,840,000 shares of the Company’s common stock (the “Replacement Shares”), and upon completion of the Business Combination, you received 1,949,015 shares of Class A Common Stock of XCF.
As provided in Section 11.2 of the Promissory Note, under the circumstances set forth therein, the Noteholder is obligated to return certain shares of Class A Common
Stock to you, and in the event that any shares of Class A Common Stock are required to be returned to you by the Noteholder pursuant to the terms of the Promissory Note, you agreed to transfer such shares to XCF without further consideration. As
a result of the execution and delivery of Amendment No. 1 to the Promissory Note, dated as of July 10, 2025, by the Noteholder, XCF and you, the parties agreed that in lieu of the Noteholder returning shares to you as provided in Section 11.2,
the Noteholder would pay XCF the amount provide in Amendment No. 1. As a result, you hereby agree to return to XCF 1,173,164 shares of Class A Common Stock (representing the number of shares of Class A Common Stock that would otherwise have been
returned to you under Section 11.2 of the Promissory Note), and that upon such transfer, you will have no further rights in and to such shares of Class A Common Stock. In connection with such transfer, you grant XCF a limited power of attorney
for the purpose of effectuating the foregoing transfer, and agree to take any and all action reasonably requested by XCF or XCF’s transfer agent necessary to effectuate such transfer.
This agreement constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior discussions,
understandings or agreements between us.
Notwithstanding the place where this agreement may be executed by either of the parties hereto, the parties expressly agree that this agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without giving effect to any choice of law or conflict of law rules and (ii) the venue for any action taken with respect to this agreement shall be the courts of the State of Nevada;
provided that if subject matter jurisdiction over such action is vested exclusively in the United States federal courts, such action shall be heard in the United States District Court for the District of Nevada.
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Sincerely,
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XCF Global, Inc.
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AGREED AND ACCEPTED:
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By: /s/ Mihir Dange
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/s/ Randy Soule
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Name: Mihir Dange, Chief Executive Officer
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Randall Soule
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