XCF Global與Brown Stone Capital簽訂100萬美元高折扣短期貸款協議

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UNITED
STATES

SECURITIES
AND EXCHANGE1 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): July 1, 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 

 

  
 77056
 

 

 
 (Address
 of principal executive offices)
  
 (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
1.01 Entry into a Material Definitive Agreement

 

Short-Term
Financing

 

On
July 1, 2026, XCF Global, Inc. (the “Company”), entered into a Senior Secured 25% Original Issue Discount Promissory
Note and Security Agreement (the “Note and Security Agreement”) with Brown Stone Capital Limited (the “Brown
Stone”) pursuant to which the Company entered into a $1,000,000 senior secured loan with a 25% original issue discount, resulting
in a purchase price of $750,000.

 

Terms
and Conditions

 

The
loan amount is equal to $1,000,000 with a 25% original issue discount. The note bears interest at ten percent (10%) per annum, payable
monthly, with a non-amortizing two (2) month term. Interest is calculated on a 360-day year basis. The loan balance, including any accrued
interest, is due in full 60 days after funding, with optional prepayment allowed without penalty. Default interest accrues at 18% per
annum. The Company must make mandatory prepayments from (i) the first and any subsequent revenue collections and (ii) the proceeds of
any assets that are sold outside the ordinary course of business, until the loan is fully repaid.

 

Additionally,
the Company agreed to issue a non-refundable commitment fee of 500,000 shares (the “Commitment Fee”) of its Class
A Common Stock, par value $0.0001 (“Common Stock”) pursuant to the Note and Security Agreement.

 

Security
Interest and Collateral

 

To
secure the loan, the Company granted Brown Stone a first-priority security interest in all inventories, accounts, environmental attributes,
deposit and securities accounts, equipment, chattel paper, and proceeds. The security interest granted only covers assets of XCF Global,
Inc. and does not extend to the assets held by any subsidiaries of the Company. In addition, the Company must reserve 5,000,000 shares
of authorized but unissued Common Stock as Penalty of Default Shares, (the “Default Shares”) to be issued to Brown
Stone immediately upon any Event of Default (as defined in the Note and Security Agreement). The secured loan is the sole responsibility
of XCF Global, Inc. and is not guaranteed by any of the Company’s subsidiaries

 

The
foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions thereof, 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 is hereby incorporated into this Item 3.02 by reference.

 

Item
9.01 Financial Statements and Exhibits.

 

(d)
Exhibits:

 

 
 Exhibit
 No.
  
 Description

 
 10.1
 
  
 Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, dated July 1, 2026, by and between the Company and Brown Stone Capital Limited.

 
 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:
 July 8, 2026
  

 
  
 XCF
 GLOBAL, INC.

 
  
  

 
  
 By:
 /s/
 Christopher Cooper

 
  
 Name:
 Christopher
 Cooper

 
  
 Title:
 Chief
 Executive Officer