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 alertsXCF Global raises $4M through private placement of 26.7M shares at $0.15 each
Filed May 29, 2026 · Period ending May 22, 2026 · ~1 min read
Key Changes
-
high
Company sold 13.3 million shares to Brown Stone Capital for $2 million on May 22, 2026, at $0.15 per share through a private placement.
Item 1.01 verify on EDGAR → -
high
Three days later, company sold another 13.3 million shares to EEME Energy for $2 million at the same $0.15 price, bringing total capital raised to approximately $4 million.
Item 1.01 verify on EDGAR → -
medium
The 26.7 million shares were issued unregistered under Section 4(a)(2) and Rule 506(b) exemptions to accredited investors, meaning they carry resale restrictions and cannot be freely traded immediately.
Item 3.02 verify on EDGAR →
Summary
XCF Global completed a $4 million capital raise through two nearly identical private placements within three days. The company sold a total of 26.7 million Class A common shares at $0.15 per share to two accredited investors: Brown Stone Capital and EEME Energy SPV I. Each investor purchased 13.3 million shares for $2 million.
For existing shareholders, this represents significant dilution—26.7 million new shares entering the capital structure. The shares were issued under private placement exemptions and carry resale restrictions, so they won't immediately flood the public market. The $0.15 price point provides a reference for how the company valued its equity in this negotiated transaction.
Investors should watch for how management deploys this $4 million in capital and whether the company files any registration statements that would allow these new shares to become freely tradable. The quick succession of two identical deals suggests the company had urgent capital needs or a specific funding target.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
XCF Global raised $4M via private placement of 26.7M shares at $0.15/share to two accredited investors.
Added in current filing · verify on EDGAR →
The Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued in reliance on the exemptions from registration provided by Section 4(a) (2) under the Securities Act and Rule 506(b) of Regulation D as promulgated under the Securities Act.
The 26.7 million shares being issued will not be registered with the SEC, instead relying on private placement exemptions for sales to accredited investors. This means the shares will have resale restrictions and cannot be freely traded immediately.
Event · Item 3.02 — Unregistered Sales of Equity Securities
XCF Global disclosed unregistered sales of equity securities via private placement.
Added in current filing · verify on EDGAR →
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K under “Private Placement Issuances,” is incorporated into this Item 3.02 by reference.
The company disclosed unregistered sales of equity securities through a private placement. The filing references Item 1.01 for details, but that section is not included in the provided text, so specific terms (number of shares, price, investors) cannot be determined from this excerpt.
Event · Item 8.01 — Other Events
XCF Global issued a press release regarding the Brown Stone Agreement and EEME Agreement.
Added in current filing · verify on EDGAR →
On May 29, 2026, the Company issued a press release regarding the Brown Stone Agreement and EEME Agreement.
The company disclosed two agreements named the Brown Stone Agreement and EEME Agreement via press release. The 8-K does not provide details about the nature, terms, or parties to these agreements in the body text; those details would be in the attached press release exhibit.
Event · Item 9.01 — Financial Statements and Exhibits
XCF Global filed an 8-K disclosing a Securities Purchase Agreement and issued a press release on May 29, 2026.
Added in current filing · verify on EDGAR →
Form of Securities Purchase Agreement
The company has entered into a Securities Purchase Agreement, as evidenced by the filing of the form agreement as Exhibit 10.1. This typically indicates a capital raise or equity financing transaction, though the specific terms, amount, and parties are not disclosed in the 8-K body itself and would require review of the actual exhibit.
Added in current filing · verify on EDGAR →
Press Release dated May 29, 2026.
The company issued a press release on May 29, 2026, filed as Exhibit 99.1. The content of the press release is not included in the 8-K body, but it likely provides additional details about the Securities Purchase Agreement or other material events occurring on or around May 22, 2026.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify