by reference. The Company issued such securities in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

Entry into a Material Definitive Agreement Short-Term Note On August 12, 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 Abri Capital Limited (the “ Abri )” pursuant to which the Company entered into a $666,666 senior secured loan with a 25% original issue discount, resulting in a purchase price of $500,000. The loan amount is equal to $666,666 with a 25% origi…

Other Events. On July 27, 2026, XCF Global, Inc. (“ XCF Global ”) filed a preliminary proxy statement, pursuant to that certain business combination agreement dated as of April 13, 2026 (the “ Business Combination Agreement ”), by and among XCF Global, DevvStream Corp., an Alberta corporation, Southern Energy Renewables Inc., a Louisiana corporation, DevvStream Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global and Southern Merger Sub Inc., a Delaware corporat…

by reference. The Company issued all of such securities in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

by reference. Warrant Purchase Agreement On July 17, 2026, XCF the Company, entered into a warrant purchase agreement (the “ Warrant Purchase Agreement ”) with GL PART SPV II, LLC (the “ Investor ”), pursuant to which, among other things, the Company agreed to issue and sell to the Investor and the Investor agreed to purchase from the Company in a private placement a Common Stock purchase warrant (the “ Initial Warrant ”) to purchase up to 6,891,798 shares of Common Stock, at an exercise pric…

Unregistered Sales of Equity Securities. The information set forth in

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 amoun…

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 Agreeme…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement Private Placement Issuances On June 11, 2026, XCF Global, Inc. (the “ Company ”), entered into securities purchase agreements with certain accredited investors (the “ Purchase Agreement ”) pursuant to which the Company agreed to issue an aggregate of 4,000,000 shares (the “ Shares ”) of its Class A common stock, par value $0.0001 (“ Common Stock ”) for aggregate gross proceeds of approximately $600,000.00 at a purchase price per share of $0.15. The S…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement Private Placement Issuances On May 22, 2026, XCF Global, Inc. (the “ Company ”), entered into a securities purchase agreement (the “ Brown Stone Agreement ”) with Brown Stone Capital Ltd. (“ Brown Stone ”), pursuant to which the Company agreed to issue 13,333,340 shares (the “ Brown Stone Shares ”) of its Class A common stock, par value $0.0001 (“ Common Stock ”) for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.…

Entry into a Material Definitive Agreement Encore DEC, LLC Debt Reduction and Equity Capitalization Increase On May 6, 2026, the Company, New Rise Renewables Reno, LLC (“ New Rise Reno ”), a subsidiary of the Company, and Encore DEC, LLC (“ Encore ”) entered into a payable acknowledgement and settlement agreement (the “ Encore Agreement ”), pursuant to which approximately $16.7 million of outstanding accounts payable due to Encore DEC will be settled through the issuance of 37,033,386 shares…

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

Entry into a Material Definitive Agreement Encore DEC, LLC Debt Reduction and Equity Capitalization Increase On May 6, 2026, the Company, New Rise Renewables Reno, LLC (“ New Rise Reno ”), a subsidiary of the Company, and Encore DEC, LLC (“ Encore ”) entered into a payable acknowledgement and settlement agreement (the “ Encore Agreement ”), pursuant to which approximately $16.7 million of outstanding accounts payable due to Encore DEC will be settled through the issuance of 37,033,386 shares…

Entry into a Material Definitive Agreement. 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 e…

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.

Entry into a Material Definitive Agreement. Transactions As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2026, XCF Global, Inc., a Delaware corporation (the “Company”), entered into a transaction term sheet, dated January 26, 2026, with DevvStream Corp., an Alberta corporation (“DevvStream”), and Southern Energy Renewables Inc., a Louisiana corporation (“Southern”), setting forth the principal terms and conditions of a…

Regulation FD Disclosure. On April 14, 2026, the Company issued a press release announcing the execution of the BCA. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Additional Information and Where to Find It In connection with the proposed transaction, among the Company, DevvStream, and Southern, the Company will prepare and file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that w…

CFO — William Dale: The CFO was terminated and the CAO resigned, leading to a significant change in leadership.

Termination of a Material Definitive Agreement. On April 2, 2026, Phillips 66 Company (“ Phillips 66 ”) delivered formal notice (the “ Notice ”) to New Rise Renewables Reno, LLC (“ New Rise ”), a wholly owned subsidiary of the Company, of the termination of the Supply and Offtake Agreement, dated May 23, 2017 (as amended, the “ Agreement ”), between New Rise and Phillips 66. The Notice provides that the Agreement is terminated as of May 1, 2026. Under the Agreement, Phillips 66 supplied feeds…

Entry into a Material Definitive Agreement. On April 9, 2026, XCF Global, Inc. (the “ Company ”) entered into a Term Sheet for a Renewable Fuel Tolling Agreement with BGN, an independent global energy and commodities group, pursuant to which it is anticipated that the Company will provide the following services to BGN both at its New Rise Reno facility and, potentially, a second, future XCF facility: ● Inside-the-Fence Logistics: Receipt, handling, and management of feedstock inventory. ● Pro…