Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when SAFX files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Covenant Violation / Forbearance (new) — Landlord agreed to forbear from exercising remedies related to alleged defaults under ground lease, indicating potential covenant violations and financial stress at subsidiary level.
XCF Global subsidiary in lease default, issues 4M shares to landlord for forbearance
Filed May 4, 2026 · Period ending April 29, 2026 · ~1 min read
Key Changes
-
high
Subsidiary New Rise Reno entered forbearance agreement with landlord Twain after alleged lease defaults. Landlord agreed not to pursue remedies until January 2027.
Item 1.01 verify on EDGAR → -
high
Company issued 4 million unregistered common shares to landlord as consideration for forbearance, representing significant dilution. Shares will be registered for resale.
Item 3.02 verify on EDGAR → -
medium
Proceeds from landlord's share sales will be credited dollar-for-dollar against outstanding principal, interest, and penalties owed under the lease.
Item 1.01 verify on EDGAR → -
medium
Company issued Q1 2026 corporate update via press release on May 4, providing operational performance details.
Item 7.01 view on EDGAR →
Summary
XCF Global disclosed that its subsidiary New Rise Renewables Reno is in alleged default on a ground lease with landlord Twain. Rather than pursue immediate legal remedies, Twain agreed to forbear until January 2027 in exchange for 4 million shares of XCF common stock. This equity-for-forbearance structure suggests the subsidiary lacks cash to cure the default through normal payment channels and faces outstanding principal, interest, and penalties beyond current rent obligations.
The 4 million share issuance represents material dilution to existing shareholders, particularly concerning given the shares will be registered for immediate resale. When Twain sells these shares, proceeds will be credited against the subsidiary's debt to the landlord, but the forbearance only runs through early 2027—meaning the company has roughly eight months to resolve the underlying lease issues or face potential eviction and loss of facility access. Retail investors should watch for: (1) whether the company can cure the lease default before the forbearance expires, (2) the impact of 4 million shares hitting the market on stock price, and (3) any Q1 operational updates that might explain the cash constraints forcing this equity-based settlement.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 29, 2026, New Rise Renewables Reno, LLC (“New Rise Reno”), a subsidiary of XCF Global, Inc. (“XCF” or the “Company”), and Twain GL XXVIII, LLC (“Twain”) entered into a Forbearance Agreement (the “2026 Twain Forbearance Agreement”), pursuant to which Twain has agreed to forbear from exercising its rights and remedies under the Ground Lease and related documents and/or applicable law with respect to any alleged defaults or alleged events of default until January 1, 2027, subject to certain conditions and exceptions provided in the 2026 Twain Forbearance Agreement.
The company's subsidiary entered a forbearance agreement with its landlord Twain regarding alleged defaults under a ground lease. Twain agreed not to exercise its legal remedies until January 1, 2027, subject to certain conditions. This suggests the subsidiary may be in default on lease obligations but has obtained temporary relief from enforcement actions.
Added in current filing · verify on EDGAR →
In consideration of Twain’s forbearance, XCF agreed to issue 4,000,000 shares of XCF Common Stock (the “2026 Landlord Shares”) to Twain and agreed to use its reasonable best efforts to file a registration statement on appropriate form with the SEC to register the 2026 Landlord Shares for resale.
As payment for the forbearance, the company agreed to issue 4,000,000 shares of common stock to the landlord and register them for resale. This represents significant dilution to existing shareholders and indicates the company may lack cash to resolve the lease default through normal payment channels.
Added in current filing · verify on EDGAR →
The net proceeds of any sale of the 2026 Landlord Shares are to be credited on a dollar-for-dollar basis against any remaining principal, interest, and penalties owed by New Rise Reno to Twain.
Proceeds from the landlord's sale of the 4 million shares will be credited against outstanding principal, interest, and penalties owed under the lease. This structure suggests the subsidiary owes significant amounts to the landlord beyond just current rent.
Event · Item 3.02 — Unregistered Sales of Equity Securities
XCF Global issued unregistered equity securities (2026 Landlord Shares) to Twain under Section 4(a)(2) and Rule 506 exemptions.
Added in current filing · verify on EDGAR →
The issuance of the 2026 Landlord Shares to Twain were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from registration under Section 4(a) (2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
The company issued equity securities called 2026 Landlord Shares to an entity named Twain without registering them with the SEC. The company relied on private placement exemptions that allow issuance to sophisticated or accredited investors without public registration. The filing references Item 1.01 for additional details about the transaction context.
Event · Item 8.01 — Other Events
XCF Global disclosed a forbearance agreement with Twain and issued a Q1 2026 corporate update via press releases.
Added in current filing · verify on EDGAR →
On May 1, 2026, the Company issued a press release regarding the 2026 Twain Forbearance Agreement.
The company entered into a forbearance agreement with Twain in 2026. A forbearance agreement typically occurs when a lender agrees to temporarily refrain from enforcing debt obligations, often indicating the borrower is experiencing financial difficulty or covenant violations. The specific terms and implications are contained in the referenced press release.
Added in current filing · verify on EDGAR →
On May 4, 2025, the Company also issued a press release providing a corporate and operational update for the first quarter of 2026.
The company provided a corporate and operational update for the first quarter of 2026. The specific details of operational performance, financial results, and strategic developments are contained in the referenced press release exhibit.
Event · Item 9.01 — Financial Statements and Exhibits
XCF Global entered a forbearance agreement with Twain on April 29, 2026, and issued two press releases in early May.
Added in current filing · verify on EDGAR →
2026 Twain Forbearance Agreement, dated as of April 29, 2026, by and between New Rise Reno and Twain.
XCF Global's subsidiary New Rise Reno entered into a forbearance agreement with Twain on April 29, 2026. Forbearance agreements are typically executed when a borrower is in or near default, and the lender agrees to temporarily refrain from exercising default remedies. This suggests potential financial stress or covenant compliance issues that investors should monitor closely.
Added in current filing · verify on EDGAR →
Press Release dated May 1, 2026.
The company issued a press release on May 1, 2026. Without access to the exhibit content, the specific subject matter cannot be determined, but the timing shortly after the forbearance agreement suggests it may relate to that event or other material developments.
Added in current filing · verify on EDGAR →
Press Release dated May 4, 2026.
The company issued a second press release on May 4, 2026, the same date as this 8-K filing. The content is not disclosed in the filing body, but consecutive press releases within days may indicate evolving material developments that warrant investor attention.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify