XCF Global終止5,000萬美元購買協議 解除5,500萬股稀釋壓力

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 or Section 15(d)

of
the Securities Exchange Act of 1934

Date
of Report (Date of earliest event reported): June 15, 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.)

 
 

 
 3040
 Post Oak Blvd. 

 Floor
 18 Suite 164

 Houston,
 Texas 

 (Address
 of principal executive offices)

  
 77056
 

 (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 ☒

 

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 1.02.
 Termination
 of a Material Definitive Agreement

 
 

On
June 15, 2026, XCF Global Capital, Inc. (the “Company”) terminated that certain Purchase Agreement (the “Agreement”)
dated as of May 30, 2025, by and between the Company, Helena Global Investment Opportunities I LTD. (the “Investor”), and
Focus Impact Bh3 Newco, Inc., a Delaware corporation. As previously disclosed, pursuant to the Agreement, the Company had the right to
issue and to sell to Helena from time to time, as provided in the Agreement, up to $50,000,000 of Company’s Common Stock, subject
to the conditions set forth therein. The purchase price for the Common Stock so purchased by Helena pursuant to an advance notice was,
pursuant to the Agreement, the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date
of Helena’s receipt of the Common Shares relating to each such advance. Upon termination of the Agreement, the approximately
55,000,000 shares of Common Stock previously reserved for issuance to the Investor thereunder are no longer reserved, reducing the related
potential dilution and associated market overhang, including potential shorting activity by market participants. The Company retains
flexibility to pursue financing alternatives as it deems appropriate.

 

Item
 9.01Financial
 Statements and Exhibits.

 

(d)
Exhibits:

 

 
 Exhibit
 No.
  
 Description

 
  
  
  

 
 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:
 June 17, 2026
  

 
  
  

 
  
 XCF
 GLOBAL, INC.

 
  
  

 
  
 By:
 /s/
 Christopher Cooper

 
  
 Name: 
 Christopher
 Cooper

 
  
 Title:
 Chief
 Executive Officer