XCF Global, Inc 8-K, filed Oct 6, 2026
XCF Global, Inc. (SAFX)
About this 8-K
XCF Global, Inc filed this 8-K on October 6, 2026, reporting on events of October 5, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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 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 Exchange Act
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| The |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described below, the stockholders of XCF Global, Inc. (the “Company”) approved Proposal 1 (as defined herein) at the Company’s special meeting of stockholders (the “Special Meeting”) held on October 5, 2026.
On October 5, 2026, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of shares of the Company’s Class A Common Stock that the Company is authorized to issue from 500,000,000 to 1,700,000,000 (the “Amendment”). The Amendment became effective upon filing with the Secretary of State of Delaware.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 5, 2026, the Company held the Special Meeting in a virtual format via live webcast. At the Special Meeting, a total of 292,412,906 shares of Common Stock, or approximately 70.4% of the 415,296,896 shares of Common Stock, issued and outstanding, as of the close of business on September 25, 2026, the record date for the Special Meeting, were represented virtually or by proxy, which was sufficient to constitute a quorum for the purpose of transacting business at such meeting.
At the Special Meeting, the Company’s stockholders considered five proposals, each of which is described in more detail in the Company’s definitive joint proxy statement/prospectus filed with the SEC on July 31, 2026, as supplemented from time to time (the “Proxy Statement/Prospectus”).
Set forth below is a brief description of each matter voted upon at the Special Meeting and the voting results with respect to each matter.
Proposal No. 1: To increase the number of shares of the Company’s Class A Common Stock that the Company is authorized to issue from 500,000,000 to 1,700,000,000 (“Proposal 1”).
| For | Against | Abstentions | Broker Non-Votes | |||
| 286,810,803 | 5,542,237 | 59,866 | - |
Proposal No. 2: To approve, in accordance with Nasdaq Listing Rules 5635(a), (b) and (d), the potential issuance of 19.99% or more of the Company’s issued and outstanding shares of Common Stock, constituting the stock consideration to be issued pursuant to that certain Business Combination Agreement, dated as of April 13, 2026, by and among the Company, DevvStream and Southern Energy (“Proposal 2”).
| For | Against | Abstentions | Broker Non-Votes | |||
| 287,161,873 | 5,208,824 | 42,209 | - |
Proposal No. 3: To elect Christopher Cooper, Chad J. Langley, John Wharton, Wray Thorn, Sanford Cockrell, Si-Yeon Kim and Carl Stanton to serve on the Company’s post-closing board of directors until their respective successors are duly elected and qualified or until such directors’ earlier death, resignation or removal (“Proposal 3”).
Christopher Cooper:
| For | Withhold | Broker Non-Votes | ||
| 292,297,592 | 115,314 | - |
Chad J. Langley:
| For | Withhold | Broker Non-Votes | ||
| 292,265,000 | 147,906 | - |
1
John Wharton:
| For | Withhold | Broker Non-Votes | ||
| 292,270,450 | 142,456 | - |
Wray Thorn:
| For | Withhold | Broker Non-Votes | ||
| 291,631,055 | 781,851 | - |
Sanford Cockrell:
| For | Withhold | Broker Non-Votes | ||
| 292,217,276 | 195,630 | - |
Si-Yeon Kim:
| For | Withhold | Broker Non-Votes | ||
| 292,196,644 | 216,262 | - |
Carl Stanton:
| For | Withhold | Broker Non-Votes | ||
| 292,129,715 | 283,191 | - |
Proposal No. 4: To increase the number of the Company’s shares of Common Stock reserved for issuance under the 2025 Equity Incentive Plan from 14,557,181 to 80,000,000 (“Proposal 4”).
| For | Against | Abstentions | Broker Non-Votes | |||
| 280,192,521 | 11,909,931 | 310,454 | - |
Proposal No. 5: To approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional votes in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the foregoing proposals.
| For | Against | Abstentions | Broker Non-Votes | |||
| 287,215,108 | 4,897,570 | 300,228 | - |
An adjournment of the Special Meeting was not necessary because there were sufficient votes in favor of Proposals 1, 2, 3 and 4.
No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of XCF Global, Inc., filed with the Secretary of State of the State of Delaware on October 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
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.
| XCF GLOBAL, INC. | ||
| By: | /s/ Christopher Cooper | |
| Name: | Christopher Cooper | |
| Title: | Chief Executive Officer | |
| Date: October 6, 2026 | ||
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
XCF GLOBAL, INC.
XCF Global, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
| 1. | The name of the Corporation is XCF Global, Inc. |
| 2. | The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 6, 2025 (the “Certificate of Incorporation”). |
| 3. | Section 4.1 of Article IV of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows: |
Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 1,750,000,000 shares, each with a par value $0.0001 per share, consisting of (a) 1,700,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), and (b) 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized shares of any class of the Common Stock or the Preferred Stock may be increased or decreased, in each case by the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware, and no vote of the holders of any class of the Common Stock or the Preferred Stock voting separately as a class will be required therefor.
| 4. | This Certificate of Amendment has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. |
| 5. | This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 5th day of October, 2026.
| XCF GLOBAL, INC. | ||
| By: | /s/ Christopher Cooper | |
| Name: | Christopher Cooper | |
| Title: | Chief Executive Officer | |