Form 8-K

8-K — XCF Global, Inc.

Accession: 0001493152-26-021161

Filed: 2026-05-04

Period: 2026-04-29

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

GRAPHIC (ex99-1_001.jpg)

GRAPHIC (ex99-2_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002019793

2026-04-29

iso4217:USD

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 29, 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.)

2500

City West Blvd

Suite

150-138

Houston,

(Address

of principal executive offices)

77042

(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, par value $0.0001 per share

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 ☒

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.

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. 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. 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.

The

foregoing description of the 2026 Twain Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the2026 Twain Forbearance Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item

3.02 Unregistered

Sales of Equity Securities.

The

information included in Item 1.01 is incorporated by reference into this Item 3.02. 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.

Item

8.01 Other

Events.

May 1, 2026, the Company issued a press release regarding the 2026 Twain Forbearance Agreement. On May 4, 2025, the Company also issued

a press release providing a corporate and operational update for the first quarter of 2026. Copies of the press releases are attached

hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.

Item

9.01 Financial

Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

10.1

2026 Twain Forbearance Agreement, dated as of April 29, 2026, by and between New Rise Reno and Twain.

99.1

Press Release dated May 1, 2026.

99.2

Press Release dated May 4, 2026.

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:

May 4, 2026

XCF

GLOBAL, INC.

By:

/s/

Christopher Cooper

Name:

Christopher

Cooper

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FORBEARANCE

AGREEMENT

THIS

FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of this 27th day of April, 2026 (the “Effective Date”),

by and among NEW RISE RENEWABLES RENO, LLC, a Delaware limited liability company (“Tenant” or “New Rise”)

and TWAIN GL XXVIII, LLC, a Missouri limited liability company (“Landlord”). For purposes of this Agreement, Tenant,

XCF and Landlord are sometimes referred to herein collectively as the “Parties” and individually as a “Party;”

provided, however, that XCF will be considered a “Party” only for purposes of Section 3 and matters related directly thereto.

Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Lease Documents (as defined below).

RECITALS AND STIPULATIONS

Tenant and Landlord are parties to a certain GROUND LEASE, dated March 29, 2022 (as amended, modified, supplemented, restated or

replaced from time to time, the “Lease”);

In connection with the Lease, the Tenant and Landlord executed between themselves and/or with third parties certain agreements which

include a Completion and Rent Payment Guaranty (as amended, modified, supplemented, restated or replaced from time to time, the “Guaranty”),

and a Pledge and Security Agreement (as amended, modified, supplemented, restated or replaced from time to time, the “Pledge”,

and together with the Lease and the Guaranty, are collectively herein the “Lease Documents”); and

Tenant has requested that Landlord forbear from exercising any of its rights and remedies under the Lease Documents and applicable

law in respect of certain claimed Events of Default under the Lease Documents, and Landlord has agreed to so forbear upon the terms and

subject to the conditions set forth in this Agreement.

Landlord understands that XCF Global Capital, Inc., which acquired all of the membership interests of New Rise, is party to that

certain Business Combination Agreement between Focus Impact BH3 Acquisition Company, Focus Impact BH3 Newco, Inc. (“NewCo”),

Focus Impact BH3 Merger Sub I, LLC, Focus Impact BH3 Merger Sub II, Inc. and XCF Global Capital, Inc. (as amended, the “Business

Combination Agreement”), and that at the closing of the transactions contemplated by the Business Combination Agreement, XCF Global

Capital, Inc. was merged into NewCo, NewCo changed its name to XCF Global, Inc., XCF is continuing the business operations of XCF Global

Capital, Inc. and the shares of Class A Common Stock of XCF are listed on Nasdaq.

NOW,

THEREFORE, in consideration of the recitals and stipulations set forth above and the mutual promises and covenants contained herein,

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant, XCF and Landlord

hereby agree as follows:

CONFIDENTIAL FORBEARANCE AGREEMENT PAGE 1

II.

AGREEMENT

General Acknowledgment. The Parties acknowledge and agree to the following:

(a)

The Parties hereby acknowledge the accuracy of the representations set forth in the Recitals and Stipulations of this Agreement;

(b)

Neither this Agreement nor any other agreement executed in connection herewith pursuant to the terms hereof, nor any actions taken

pursuant to this Agreement or such other agreement shall be deemed to be an admission of default or to be a cure of any Event of Default

which may exist under the Lease Documents;

(c)

Neither this Agreement nor any other agreement executed in connection herewith pursuant to the terms hereof, nor any actions taken

pursuant to this Agreement or such other agreement shall be deemed to be a waiver by Landlord of any Event of Default under the Lease

Documents or to be a waiver by Tenant to any defense or of any Party’s rights or remedies in connection therewith or with respect

hereto, evidencing the Parties’ intention that the Parties’ mutual obligations, rights and remedies under the Lease Documents

shall remain in full force and effect other than as expressly set forth herein.

Consent; Forbearance. Landlord agrees that, until the expiration or earlier

termination of the Forbearance Period (as defined below), the Landlord will forbear from exercising its rights and remedies under the

Lease Documents and/or applicable law with respect to any alleged defaults or alleged Events of Defaults arising before or after the

Effective Date, provided that the Tenant complies with all terms and conditions contained in this Agreement. Landlord’s obligation

to so forbear will commence on the Effective Date and will terminate on the first to occur of (i) January 1, 2027, (ii) Greater Nevada

Credit Union instituting foreclosure proceedings against any property covered by the Lease or owned by Tenant, or (iii) any breach or

default by Tenant of the terms of this Agreement (including, without limitation, any of the conditions to forbearance set forth in Section

3 of this Agreement failing to be timely satisfied) (such period of forbearance being the “Forbearance Period”). Notwithstanding

anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree that the Forbearance Period shall not apply

to any actions taken by Landlord pursuant to that certain Collateral Assignment dated as of March 30, 2022.

Conditions to Forbearance. As a material inducement for the Landlord

to enter this Agreement and to forbear from enforcing its rights under the Lease Documents during the Forbearance Period on the terms

set forth in this Agreement, and as an express condition of such forbearance, the Parties agree as follows:

(a)

No later than the end of each month, Tenant shall make a payment to Landlord of the greater of i) $150,000 and ii) 40% of the Free

Cash Flow (defined below) generated from the operations of New Rise from the prior calendar month (ie. on a 1-month lag, referred to

as the “Cash Flow Sweep”). Such Cash Flow Sweep shall continue during the Forbearance Period for so as long as Tenant is

in arrears of its contractual lease payments to Landlord.

FORBEARANCE AGREEMENT PAGE 2

(b)

No later than one business day following the Effective Date, XCF shall issue to the Landlord 4,000,000 shares of its Class A Common

Stock (the “Landlord Shares”), and will use its reasonable best efforts to file a registration statement on appropriate form

with the Securities and Exchange Commission (the “SEC”) to register for resale such Landlord Shares (or, if permitted under

SEC rules and any other agreement XCF has to register its securities for resale by other XCF equity holders, include such Landlord Shares

in such registration statement) and cause the SEC to declare such registration statement effective within a reasonable period of time

following such filing; it being understood and agreed by the Landlord that such Landlord Shares will be “restricted securities”

under the Securities Act of 1933, as amended (the “Securities Act”) and until the above-referenced registration statement

has been declared effective, such Landlord Shares will not be able to be resold or transferred unless an exemption from the registration

requirement of the Securities Act is available to Landlord for any such resale or transfer.

(c)

Following receipt of the Landlord Shares, to the extent Landlord sells Landlord Shares in public or private transactions, Landlord

covenants and agrees (i) to inform New Rise of such sales, including the date of each sale and the net proceeds of each sale; and (ii)

that the net proceeds of the sales of any Landlord Shares are to be credited on a dollar-for-dollar basis against any remaining principal,

interest, and penalties owed by Tenant to Landlord pursuant to the Lease Documents.

(d)

In the event that the aggregate net proceeds received by the Landlord from the sale of the Landlord Shares exceeds the aggregate

amount of principal, interest, penalties and repurchase premium owed by Tenant to Landlord pursuant to the Lease Documents, the Landlord

shall immediately transfer to XCF any Landlord Shares remaining in its possession at that time, and upon such transfer Landlord will

have no further rights in and to such Landlord Shares.

(e)

In connection with such transfer, the Landlord grants XCF a limited power of attorney solely for the purpose of effectuating the

foregoing transfer of Landlord Shares to Landlord, and agrees to take any and all action reasonably requested by XCF or XCF’s transfer

agent necessary to effectuate such transfer.

(f)

The Parties hereby waive any notice and/or cure periods set forth in the Lease Documents solely with respect to the Forbearance Period.

(g)

For the purposes of the Tenant payment referenced in this agreement, Free Cash Flow shall be defined as i) all cash revenues and

inflows received in a calendar month in respect of product production and sales from the New Rise Reno facility less ii) all cash expenditures

and outflows incurred in a calendar month in connection with the operation, maintenance and management of the New Rise Reno facility,

excluding any payments to Landlord or in respect of the GNCU indebtedness.

Representations and Warranties.

(a)

Organization. Tenant is a limited liability company organized, existing and in good standing under the laws of the State of Delaware.

Landlord is a limited liability company organized, validly existing, and in good standing under the laws of the State of Missouri.

FORBEARANCE AGREEMENT PAGE 3

(b)

Authority. Tenant and Landlord have full company power and authority to execute, deliver, and perform this Agreement and have taken

all company action required by law and their governing documents to authorize the execution and delivery of this Agreement. This Agreement

is a valid and binding agreement of the Parties enforceable against each Party in accordance with its terms.

Remedies in Event of Default. Immediately upon the occurrence of a default

herein which remains uncured past any applicable cure period, and notwithstanding anything to the contrary set forth herein, the Forbearance

Period shall immediately terminate and be of no further force and effect and Landlord shall have all the rights and remedies set forth

in the Lease Documents, subject to Landlord’s obligations and restrictions under the Lease Documents.

Incorporation of Other Documents. The Lease Documents and all other agreements,

documents and writings between or among Tenant and Landlord are expressly reaffirmed and incorporated herein by this reference and shall

remain in full force and effect and continue to govern and control the relationship between the Parties hereto except to the extent they

are inconsistent with, amended or superseded by this Agreement. To the extent of any inconsistency, amendment or superseding provision,

this Agreement shall govern and control.

Notice. All notices, requests, and demands to or upon the respective Parties

hereto shall be given in accordance with the Lease Documents.

Successors and Assigns. This Agreement shall be binding in all respects on,

and shall inure to the benefit of, the Parties and their respective administrators, representatives, successors, and assigns.

Integration Clause. This Agreement, and any agreements, documents and instruments

executed and delivered pursuant hereto or in connection herewith, or incorporated herein by reference, contains the entire agreement

of the Parties hereto and no Party shall be bound by anything not expressed in writing.

10.

Amendment of Agreement. This Agreement may be amended only by written agreement

signed by each of the Parties, and a breach of this Agreement may be waived only by written waiver signed by the Party granting the waiver.

The waiver of any breach of this Agreement shall not operate or be construed as a waiver of any similar or prior or subsequent breach

of this Agreement.

11.

Adequate Consideration. The Parties expressly acknowledge and agree that the

consideration given in connection with this Agreement constitutes adequate consideration for all agreements and obligations under this

Agreement.

12.

Governing Law and Venue. The Agreement and any rights, remedies, or obligations

provided for in this Agreement shall be construed and enforced in accordance with the laws of the State of Nevada without giving effect

to principles of conflicts of laws. Should any disputes arise under this Agreement, the Parties agree that the exclusive venue for such

disputes shall be in Nevada state or federal court.

FORBEARANCE AGREEMENT PAGE 4

13.

Attorney Fees. The Parties shall bear their own attorney fees, expenses, and

costs in connection with this Agreement. Notwithstanding the foregoing, if any Party sues to enforce any provision of this Agreement,

the prevailing Party shall be entitled to all damages, fees, expenses, and costs (including reasonable and necessary attorney fees) incurred

in the enforcement of its rights hereunder.

14.

Review by Counsel. It is expressly understood and agreed by each of the Parties

that they have each carefully reviewed this Agreement, that they had the opportunity to seek legal advice with respect to this Agreement,

and that they have relied wholly upon their own judgment and knowledge or advice of their own counsel in executing this Agreement.

15.

Partial Invalidity. In the event any portion of this Agreement is deemed unenforceable,

void, voidable, or of no force and effect, no other portion will be thereby affected, and the remainder of this Agreement will continue

in full force and effect.

16.

No Construction Against the Parties. Each of the Parties hereto acknowledges

that such Party has read the Agreement, and the Agreement accurately expresses the entire agreement regarding the matters set forth herein.

This Agreement shall not be strictly construed against any Party hereto.

17.

No Waiver. The failure of a Party to insist upon strict adherence to any term

of this Agreement on any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter to insist upon

strict adherence to that term or any other term of this Agreement.

18.

Further Actions. All Parties agree they will each execute such other and further

instruments and documents or take such other steps as may become necessary to carry out the terms and provisions of this Agreement.

19.

Paragraph Headings and Recitals. The paragraph headings utilized in this Agreement

are for purposes of convenience and reference only, and shall not be used to construe, modify, alter or supplement the language following

such headings; provided, however, that the Recitals shall be deemed to be a part of this Agreement and the Parties agree to the accuracy

thereof.

20.

Two or More Counterparts. This Agreement may be executed simultaneously or

in two or more counterparts and said counterparts together shall constitute one and the same instrument. Signatures received by facsimile,

Portable Document Format (“PDF”), e-mail, Docusign, or photocopy shall have the same force and effect as original signatures.

21.

Jury Trial Waiver. The Parties knowingly, voluntarily and intentionally waive

the right they may have to a trial by jury in respect to any litigation based hereon, or arising out of, under or in connection with

this Agreement, any document contemplated to be executed, or any underlying matter, course of dealing, statement (whether verbal or written)

or action of the Parties.

22.

Tax Consequences. This Agreement is enforceable regardless of its tax consequences.

The Parties make no representations regarding the tax consequences of the Agreement.

FORBEARANCE AGREEMENT PAGE 5

WITNESS WHEREOF, the Parties have read and understand the terms of this Agreement, agree to be bound by all its provisions, and have

executed this Agreement on the date shown by their signatures below.

TENANT:

NEW RISE RENEWABLES RENO, LLC,

a Delaware limited liability company

By:

/s/ Chris Cooper

Name:

Chirs Cooper

Dated:

4/29/26

LANDLORD:

TWAIN GL XXVIII, LLC,

a Missouri limited liability company

By:

/s/

Nick Theodore

Name:

Nick Theodore, Vice President

Dated:

4/29/26

FORBEARANCE AGREEMENT PAGE 6

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

XCF

Global Continues New Rise Reno Planned Upgrade and Secures Forbearance Agreement Related to New Rise Renewables Reno Ground Lease

Agreement

continues through January 1, 2027, subject to specified conditions, supporting New Rise’s planned upgrade path and operational

progress.

Houston,

TX — May 1, 2026 — XCF Global, Inc. (“XCF”) (Nasdaq: SAFX) an emerging player in lowering emissions and strengthening

domestic renewable energy resilience of the aviation industry through Sustainable Aviation Fuel (“SAF”), today announced

that New Rise Renewables Reno, LLC (“New Rise”), a subsidiary of XCF, has entered into a forbearance agreement dated April

27, 2026 (the “Agreement”) with Twain GL XXVIII, LLC (the “Landlord”) in connection with the ground lease for

New Rise’s Reno, Nevada facility.

New

Rise Reno was commissioned in February 2025 and has produced SAF, renewable diesel, and renewable naphtha. Since the start of commercial

operations in March 2025, the facility has produced more than 2.5 million gallons of renewable fuels. New Rise Reno is in the final stages

of its planned upgrade, intended to strengthen long-term operability and repeatability. Current workstreams are focused on improving

operating stability and equipment readiness, reinforcing quality systems required for certified fuel, and strengthening start-up and

operating procedures. XCF is targeting a return to operations in June, subject to completion of upgrade activities and standard start-up

procedures.

Under

the Agreement, the Landlord agreed to forbear from exercising certain rights and remedies under the applicable lease documents with respect

to certain alleged events of default through January 1, 2027, subject to New Rise’s compliance with the terms and conditions of

the Agreement including the required payments therein. For more information, please see the form of agreement filed today on Form 8-k.

About

XCF Global, Inc.

XCF

Global, Inc. (“XCF”) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry’s

transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38

million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance

a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and

transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.

learn more, visit www.xcf.global

Contacts

XCF

Global: Corporate Comms

media@xcf.global

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including statements

regarding the expected return to operations of New Rise’s Reno, Nevada facility and the expected duration of the forbearance agreement

with Twain GL XXVIII, LLC. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking

statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by

the words “aim,” “may,” “will,” “should,” “potential,” “intend,”

“expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,”

“underestimate,” “believe,” “plan,” “could,” “would,” “project,”

“predict,” “continue,” “target,” “objective,” “goal,” “designed,”

or the negatives of these words or other similar terms or expressions that concern XCF’s expectations, strategy, priorities, plans,

or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to

risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions

prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.

can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially

from any plans, estimates, or expectations in such forward-looking statements.

Forward-looking

statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties

that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important

factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic

and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global’s expenses, including

manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates

and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations

and any agreements with regard to XCF Global’s business combination agreement with DevvStream Corp. and Southern Energy Renewables

Inc. (the “Business Combination”) and/or its offtake arrangements; (4) the outcome of any legal proceedings that may be instituted

against the parties to the Business Combination or others; (5) XCF Global’s ability to regain compliance with Nasdaq’s continued

listing standards and thereafter continue to meet Nasdaq’s continued listing standards; (6) XCF Global’s ability to integrate

the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global’s ability to raise financing

to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility’s ability

to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise

Reno production facility’s ability to produce renewable diesel in commercial quantities without interruption during the ongoing

SAF ramp-up process; (10) XCF Global’s ability to resolve current disputes between its New Rise subsidiary and its landlord with

respect to the ground lease for the New Rise Reno facility; (11) XCF Global’s ability to resolve current disputes between its New

Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility;

(12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13)

the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination;

(14) XCF Global’s ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which

may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships

with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks

related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities;

(17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability

of tax credits and other federal, state or local government support; (19) risks relating to XCF Global’s and New Rise’s key

intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk

that XCF Global’s reporting and compliance obligations as a publicly-traded company divert management resources from business operations;

(21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated

with operating as a public company; and (23) various factors beyond management’s control, including general economic conditions

and other risks, uncertainties and factors set forth in XCF Global’s filings with the Securities and Exchange Commission (“SEC”),

including its most recent Form 10-K, filed with the SEC on March 31, 2026, this Press Release and other filings XCF Global made or will

make with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances,

or XCF Global’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking

statements. There may be additional risks that XCF Global does not presently know or that it currently believes are not material that

could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements

reflect XCF Global’s expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking

statements should not be relied upon as representing XCF Global’s assessments as of any date subsequent to the date of this Press

Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While XCF Global may elect to update these

forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.

Any

forward-looking statements speak only as of the date of this press release. XCF undertakes no obligation to update any forward-looking

statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future

distribution of this press release nor the continued availability of this press release in archive form on XCF’s website at www.xcf.global/investor-relations

should be deemed to constitute an update or re-affirmation of these statements as of any future date.

EX-99.2

Filename: ex99-2.htm · Sequence: 4

Exhibit

99.2

XCF

Global Provides First Quarter 2026 Corporate and Operational Update Establishes 2027 Targets of $110-$120M Net Revenue and 40-43M Gallons

of Renewable Fuel Production at New Rise Reno

Operational

and corporate updates highlight leadership actions, a signed definitive business combination agreement (subject to closing conditions),

and continued progress toward sustained SAF production. XCF also emphasizes the role of domestic jet fuel alternatives in supporting

energy resilience and national security, and its modular, repeatable build-out and licensing model designed to deploy SAF production

facilities globally.

Key

Developments This Period

● Strengthened

leadership with renewable fuels executive Chris Cooper, former President of one of the world’s

largest producers of renewable fuels, where he led the launch of its SAF commercial efforts

in the Americas; appointed Harvey Schnitzer as Interim Chief Financial Officer, a CPA and

veteran Chief Financial Officer/Chief Operational Officer with more than three decades of

experience leading growth, integrations, and turnarounds.

● Initiated

the planned upgrade program to support efficient, repeatable, sustained operations at New

Rise Reno, leveraging technical input from Axens and on-site engineering oversight team from

an experienced third -party consulting firm to strengthen operational readiness, procedures,

and start-up execution, targeting June 2026 for operational restart at New Rise Reno.

● Signed

a binding offtake agreement with BGN INTL for SAF production, leveraging XCF’s production

platform and BGN’s global distribution network.

● Advanced

strategic initiatives, including licensing arrangements and strategic partnership agreements

to support international expansion in Australia and New Zealand, with partners including

Continual Renewables Ventures and Axens for production technology.

● Signed

business combination agreement with Southern Energy Renewable and Devvstream creating a diversified

commercial platform spanning current and next generation technologies for renewable fuel

production as well as environmental asset monetization across aviation, petrochemical, marine

and other sectors.

● Filed

XCF’s first Annual Report on Form 10-K, providing comprehensive annual disclosures

and marking an important milestone in XCF’s public-company reporting, targeting filing

1Q26 10Q by mid-May 2026.

● XCF

is targeting the following financial and operational results for the full year ending December

31, 2027: gross product sales[1] of $775 - 825 million, net revenue of $110 -120 million,

EBITDA1 of $65 - 70 million, and renewable fuel production of approximately 40

- 43 million gallons.[2]

HOUSTON,

TX / ACCESS Newswire / May 4, 2026 / XCF Global, Inc. (“XCF” or the “Company”) (Nasdaq:SAFX), an emerging

player in the decarbonizing of the aviation industry through Sustainable Aviation Fuel (“SAF”), today provided the following

corporate and operational update, including progress toward sustained operations at its flagship facility, New Rise Renewables Reno (“New

Rise Reno”), and developments across leadership, strategic initiatives, and public-company reporting. XCF believes its U.S.-based

production strategy supports aviation decarbonization while also advancing domestic fuel supply resilience.

Leadership

Update

XCF

strengthened the Company’s leadership under renewable fuels executive Chris Cooper, former President of Neste who previously led

Neste (North America), one of the world’s largest producers of renewable fuels. In that role, he launched and scaled SAF commercialization

efforts in the Americas. Mr. Cooper also served as Head of Renewables Trading at BGN. Earlier in his career, he held senior leadership

roles at Phillips 66 and Chevron. In April 2026, XCF appointed Harvey Schnitzer as Interim Chief Financial Officer. Mr. Schnitzer is

a seasoned financial and operational executive with more than three decades of experience as a Chief Financial Officer, Chief Operational

Officer, and board member, including leading companies through growth, integration, restructuring, and strategic transformation. He is

a Certified Public Accountant.

Strategic

Initiatives and Transactions

BGN

Agreement - XCF Global has entered a binding term sheet with BGN INT US LLC to pursue a renewable fuel tolling framework initially

expected to apply to XCF’s New Rise Renewables Reno facility, with potential expansion to future facilities. The parties intend

to evaluate collaboration on production, marketing, logistics, and offtake of sustainable aviation fuel (SAF), renewable diesel, and

renewable naphtha, leveraging XCF’s production platform and BGN’s global trading and distribution network. The proposed framework

also contemplates broader regional expansion, including Europe and the Middle East, subject to customary due diligence and definitive

agreements.

Australia

Licensing - XCF continues to progress work to develop New Rise Australia with Continual Renewables Ventures under the modular SAF

licensing framework, including completing initial front-end engineering scoping, confirming a reference plant design based on the New

Rise Reno facility, and advancing early planning for a proposed first project in Perth. The parties are progressing development pathways

for additional facilities to support a broader national rollout of SAF and renewable fuels capacity in Australia.

Axens

- Separately, XCF executed a commercial collaboration agreement with Axens North America for Vegan® technology under

a licensing-oriented framework and a term sheet with BGN for renewable fuel tolling at New Rise Reno and future facilities.

Business

Combination Agreement with Southern Energy Renewables & DevvStream - In April 2026, XCF, Southern Energy Renewables, and DevvStream

signed a definitive business combination agreement (subject to customary closing conditions). The combination of the three companies

is expected to create a diversified commercial platform spanning current and next generation technologies for renewable fuel production

as well as environmental asset monetization across aviation, petrochemical, marine and other sectors. XCF and DevvStream also highlighted

an approach to bring transferable 45Z Clean Fuel Production Credits to market (subject to qualification, verification, and regulatory

finalization), and XCF announced receipt of $10 million in plant conversion funding in support of the pending business combination.

Progress

Toward Full Operations at New Rise Reno

New

Rise Reno was commissioned in February 2025 and has produced SAF, renewable diesel, and renewable naphtha. Since the start of commercial

operations, the facility has produced more than 2.5 million gallons of renewable fuels, and deliveries began in March 2025. New Rise

Reno is in the final stages of its planned upgrade, intended to strengthen long-term operability and repeatability. Current workstreams

are focused on improving operating stability and equipment readiness, reinforcing quality systems required for certified fuel, and strengthening

start-up and operating procedures.

strengthen execution through the conversion and start-up preparation process, XCF has engaged an on-site engineering and operational

readiness team from Alvarez & Marsal to provide added oversight. This team is supporting procedure reviews and field verification,

start-up sequencing and checklists, and controls-focused reviews intended to support staged ramp-up to sustained operations. XCF is targeting

a return to operations in June, subject to completion of upgrade activities and standard start-up procedures. XCF expects a staged start-up

that includes final mechanical completion checks, pre-startup reviews, systems validation, and a controlled ramp-up, with continued emphasis

on safety, product quality, and operating discipline.

XCF

Outlook

With

this return to operations, XCF is targeting the following financial and operational results for the full year ending December 31, 2027:

gross product sales[3] of $775 - 825 million, net revenue of $110 - 120 million, EBITDA3 of $65 - $70 million, and renewable

fuel production of 40 to 43 million gallons.[4] Additionally, XCF continues to advance its planned second facility in Reno, Nevada on

approximately 10 acres adjacent to its existing flagship New Rise Reno facility, which is intended to support a doubling of production

capacity by 2029. XCF believes the facility’s multi-product capability supports operating flexibility as it works toward sustained,

commercial-scale renewable fuel production.

New

Rise Reno also has a permitted nameplate production capacity of 38 million gallons per year of synthetic blend component (“SBC”),

which can be blended with conventional Jet A to produce blended SAF. Based on typical industry blend ratios (often 70/30 or 80/20), XCF

believes this SBC capacity could support production of more than 100 million gallons per year of blended SAF, depending on blending ratios,

customer specifications, and applicable market and regulatory requirements.

About

XCF Global, Inc.

XCF

Global, Inc. (“XCF”) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry’s

transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38

million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance

a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and

transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.

learn more, visit www.xcf.global

Contacts

XCF

Global: Corporate Comms

media@xcf.global

Non-GAAP

Measures Definitions & Reconciliations

This

earnings release contains non-GAAP (accounting principles generally accepted in the United States of America) financial measures as defined

by SEC Regulation G and indicated by a footnote in the text of this release. Definitions for the non-GAAP measures are provided below.

Management believes these non-GAAP measures are a useful supplemental measure of operating performance because they eliminate the effects

of financing and capital structure, tax jurisdictions, and non-cash depreciation and amortization expenses. However, these non-GAAP measures

are not measures of financial performance under U.S. GAAP and should not be considered as an alternative to revenue or net income (loss)

or any other measure of performance derived in accordance with U.S. GAAP.

Because

not all companies use identical definitions or calculations, our presentation of these measures may not be comparable to similarly titled

measures of other companies. In reliance upon Item 10(e)(1)(i)(B) of Regulation S-K, reconciliations of forward-looking GAAP and non-GAAP

measures are not provided because of the unreasonable effort associated with providing such reconciliations due to the variability in

the occurrence and the amounts of certain components of GAAP and non-GAAP measures. For the same reasons, we are unable to address the

significance of the unavailable information, which could be material to future results.

Gross

product sales is a management estimate of the dollar value of the finished renewable fuel product sales in the end-customer markets.

XCF believes that this is an important and relevant metric regarding the sales value of the company’s products when comparing XCF

to other companies. Management defines this as the number of gallons of renewable fuel sold by the Company during a period multiplied

by the average observed or derived price in the end-customer market for each product during a period, including government incentives,

feedstock, processing and logistics.

EBITDA

is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization.

Additional

Information and Where to Find It

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 will contain

preliminary proxy statements of the Company and Devvstream that also constitutes a prospectus (the “Proxy Statements/Prospectus”).

A proxy statement is expected to be mailed to stockholders of the Company and Devvstream as of the record date to be established for

voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. The Company,

DevvStream, and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed

transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document

that the Company, DevvStream, and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection

with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY OR DEVVSTREAM

ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS

THAT ARE FILED OR WILL BE FILED BY THE COMPANY WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS

OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN

OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Company’s investors and security

holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing

important information about the Company, DevvStream, Southern, and other parties to the proposed transaction, without charge through

the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) the Company will be available

free of charge under the tab “Financials” on the “Investor Relations” page of the Company’s website page

of the Company’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting the Company’s

Investor Relations Department at media@xcf.global and (ii) DevvStream will be available free of charge under the tab “Financials”

on the “Investor Relations” page of DevvStream’s website at www.devvstream.com/investors/or by contacting DevvStream’s

Investor Relations Department at ir@devvstream.com.

Participants

in the Solicitation

The

Company, DevvStream, Southern, EEME and their respective directors and certain of their respective executive officers and employees may

be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction.

Information regarding the directors and executive officers of (i) the Company is contained in the Company’s Current Report on Form

8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC

on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) Devvstream is contained in DevvStream’s proxy

statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025. Additional information regarding the

participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will

be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents

can be obtained free of charge from the sources indicated above.

Offer or Solicitation

This

communication is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation

of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section

10 of the Securities Act of 1933, as amended.

Cautionary

Note Regarding Forward-Looking Statements

This

communication contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section

21E of the Exchange Act that involve substantial risks and uncertainties, including statements regarding the proposed transactions contemplated

by the business combination agreement, the anticipated structure, timing and conditions of the proposed transaction, the anticipated

completion of the plant conversion, the achievement of specified financial and operational milestones (including annualized blended fuel

product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the anticipated issuance of state-supported

bonds by Southern, the valuation the parties are aiming to achieve. All statements, other than statements of historical facts, are forward-looking

statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties

to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; legal,

economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances

and results and other statements that are not historical facts and are sometimes identified by the words “aim,” “may,”

“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”

“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,”

“plan,” “could,” “would,” “project,” “predict,” “continue,” “target,”

or the negatives of these words or other similar terms or expressions that concern the Company’s, DevvStream’s, or Southern’s

expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations,

and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize,

or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking

statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may

differ materially from any plans, estimates, or expectations in such forward-looking statements.

Forward-looking

statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties

that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important

factors that could cause actual results, developments or outcomes to differ materially include, among others: (1) changes in domestic

and foreign business, market, financial, political, regulatory and legal conditions; (2) the risk that the plant conversion is delayed,

not completed on the anticipated timeline, or requires additional capital beyond current expectations; (3) the risk that the Company

is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on the Company’s

business performance, operating results, market demand, execution capabilities, and other factors; (4) the risk that Southern does not

receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued

at all; (5) the risk that the Company is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards,

including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained

within applicable cure periods; (6) the inability to satisfy or waive the closing conditions contemplated by the business combination

agreement; (7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination

agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the business

combination agreement; (8) the outcome of any legal proceedings that may be instituted against the Company, DevvStream, Southern, EEME

or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or

financial condition; (9) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party’s

satisfaction therewith; (10) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation

of economic interests contemplated by the business combination agreement, including the risk that, in the event the proposed transaction

closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement

only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never

in the future be achieved); (11) changes to the structure, timing or terms of any proposed transaction that may be required or deemed

appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance;

(12) the risk that required regulatory, governmental, stock exchange or shareholder approvals are not obtained, are delayed or are subject

to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction; (13) the risk that the

announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations

or relationships of the Company , Devvstream or Southern; (14) the risk that anticipated benefits of any contemplated transaction are

not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably;

(15) costs, expenses and management distraction associated with the potential litigation and any contemplated transactions; (16) changes

in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the

parties’ businesses; and (17) other economic, business, competitive, operational or financial factors beyond management’s

control, including those set forth in (i) the Company’s filings with the SEC, including the final proxy statement/prospectus relating

to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings the Company made or will make

with the SEC in the future and (ii) DevvStream’s Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November

6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream’s profile

at www.sedarplus.ca.

Although

the business combination agreement is binding on the parties, it does not obligate the parties to consummate the proposed transaction.

The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the

business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction

will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking

statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.

Any

forward-looking statements speak only as of the date of this communication. Neither the Company, DevvStream, Southern or EEME undertakes

any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise,

except as required by law. Neither future distribution of this communication nor the continued availability of this communication K in

archive form on DevvStream’s website at www.devvstream.com/investors/ or the Company’s website at www.xcf.global/investor-relations

should be deemed to constitute an update or re-affirmation of these statements as of any future date.

[1]

Non-GAAP financial measure. See “Non-GAAP Measures Definitions & Reconciliations” below for additional information.

[2]

These targets are not projections and are forward-looking statements and are subject to the risks, uncertainties, and assumptions described

under “Forward-Looking Statements” below.

[3]

Non-GAAP financial measure. See “Non-GAAP Measures Definitions & Reconciliations” below for additional information.

[4]

These targets are not projections and are forward-looking statements and are subject to the risks, uncertainties, and assumptions described

under “Forward-Looking Statements” below.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration