Form 8-K

8-K — XCF Global, Inc.

Accession: 0001493152-26-032547

Filed: 2026-07-08

Period: 2026-07-01

CIK: 0002019793

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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2026-07-01

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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)

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 ☒

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

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

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SENIOR

SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

AND SECURITY AGREEMENT

THIS

SENIOR SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND SECURITY AGREEMENT (the “Note” or this “Agreement”)

is made on July 1, 2026, by and between Brown Stone Capital Limited, a private limited company incorporated under the laws of

England and Wales, with its registered address at Rear No 2 Glenthorne Road, London N11 3HT, United Kingdom (the “LENDER”)

and XCF Global, Inc., a Delaware corporation with its principal executive offices at 3040 Post Oak Blvd., 18th Floor,

Suite 164, Houston, Texas 77056, United States (the “BORROWER”). The LENDER and the BORROWER are referred to

individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS

the LENDER wishes to lend funds to the BORROWER on a short-term, senior secured bridge basis, and the BORROWER wishes to borrow such

funds;

WHEREAS

the BORROWER’s obligations under this Note are to be secured by a first-priority security interest in the Collateral, and are to

be supported by the Pledged Shares and the registration rights described herein;

NOW,

THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows: ARTICLE I: DEFINITIONS

used in this Agreement, the following terms have the meanings set forth below; other capitalized terms are defined where they first appear.

“Collateral”

has the meaning set forth in Section 4.1.

“Default

Rate” a rate per annum equal to the lesser of (a) eighteen percent (18.0%) per annum (1.5% per month) and (b) the Maximum

Lawful Rate.

“Environmental

Attributes” all renewable identification numbers (RINs), low carbon fuel standard (LCFS) and CARB credits, renewable or

clean fuel production and blending credits (including credits under Section 45Z of the Internal Revenue Code and other Inflation Reduction

Act incentives), carbon offsets, emission reductions, and all other environmental, renewable, or low-carbon attributes generated by or

attributable to the BORROWER or their products, together with all rights to apply for, generate, hold, transfer, monetize, and receive

proceeds of the foregoing.

“Excluded

Collateral” shall mean any collateral pursuant to the indebtedness with the Greater Nevada Credit Union (“GNCU”),

Twain GL XXVIII, LLC (“Twain”), or other existing indebtedness of the Borrower or its Subsidiaries.

“Free

Trading” with respect to any shares, that such shares (a) are covered by an effective Registration Statement permitting

their resale or are eligible for resale without volume or manner-of-sale limitation under Rule 144, (b) bear no restrictive legend, and

“Maximum

Lawful Rate” the maximum non-usurious rate of interest permitted from time to time by applicable law.

“Obligations”

all present and future indebtedness, obligations, and liabilities of the BORROWER to the LENDER under this Agreement and the other Security

Documents, including the Loan Balance Due, the Default Payment Amount, the Registration Delay Payments, fees, costs, and Enforcement

Costs.

“Permitted

Indebtedness” indebtedness existing on the date hereof and disclosed in the company’s public filings or on Schedule

1, and ordinary-course trade payables; provided that no such indebtedness shall rank senior to or pari passu with the Obligations without

the LENDER’s prior written consent.

“Permitted

Liens” (a) liens existing on the date hereof and disclosed in the company’s public filings or on Schedule 1; (b)

liens for taxes not yet due or being contested in good faith; and (c) statutory liens arising in the ordinary course; in each case so

long as such liens do not attach to the Pledged Shares and are not senior to the LENDER’s liens on the other Collateral except

as set forth in the company’s public filings or on Schedule 1.

“Penalty

of Default Shares” 5,000,000 shares of the BORROWER’s Class A Common Stock, par value $0.0001 per share, reserved

but not issued. Penalty of Default Shares are to be issued in the name of the LENDER if and immediately after the occurrence of an Event

of Default. The Penalty of Default Shares are a penalty for BORROWER being in default and they are not payment against any principal

of interest payment obligation arising from this Agreement.

“Registrable

Securities” the Commitment Shares and the Penalty of Default Shares.

“Security

Documents” this Agreement, each Control Agreement, each Security Agreement, each UCC financing statement, and each other

document securing or evidencing the Obligations.

“UCC”

the Uniform Commercial Code as in effect in the State of Nevada or, as to perfection in any other jurisdiction, the Uniform Commercial

Code of such jurisdiction.

ARTICLE

II: THE LOAN

2.1

LOAN AMOUNT. The BORROWER intends to issue a senior secured 25% Original Issue Discount (“OID”) promissory

note in the aggregate principal amount of $1,000,000 (the “Loan Face Amount”) for an aggregate purchase price of $750,000,

reflecting a 25% OID (the “Maximum Financing Amount”). The Note shall bear interest at ten percent (10%) per

annum, payable monthly and shall be non-amortizing with a 2-month term. Interest shall be computed on the basis of the actual

number of days elapsed over a 360-day year (the “Interest”). The Loan Face Amount together with all accrued

and unpaid Interest is the “Loan Balance Due”. All amounts are payable solely in cash in United States Dollars.

The Parties intend that the Interest and all other charges comply at all times with applicable usury law as provided in Section 2.5.

2.2

FUNDING. The amount funded by the LENDER equals $750,000.

2.3

MATURITY. The Loan Balance Due is fully due and payable in cash on the date that sixty (60) days following the funding date (the

“Maturity”), or earlier upon acceleration following an Event of Default. The BORROWER can choose to pay the

Loan Balance Due at any time prior to Maturity without a pre-payment penalty so long as the entire Loan Balance Due is paid.

2.4

DEFAULT INTEREST. From and after the occurrence of an Event of Default and during its continuance, all outstanding Obligations shall

bear interest, payable on demand, at the Default Rate (“Default Interest”), subject to Section 2.5. Upon an

uncured Event of Default, the Loan Balance Due, together with any Financing Repayment then due and unpaid, shall become immediately due

and payable (the “Default Payment Amount”), together with Default Interest thereon until paid in full. No multiplier,

premium, or penalty enhancement shall apply to the Default Payment Amount.

2.5

AGREED RATE; USURY SAVINGS. The Parties intend that this Loan be governed by the laws of the State of California. As a savings provision

only, and solely to the extent a court of competent jurisdiction nonetheless determines that an applicable usury law imposes a Maximum

Lawful Rate on the Obligations: (a) in no event shall the aggregate of all amounts that are or may be characterized as interest under

such law — including, to the extent (and only to the extent) so required, any fees, the Financing Repayment, or the Registration

Delay Payments exceed interest computed at the Maximum Lawful Rate; (b) to the fullest extent permitted by law, all such amounts shall

be amortized, prorated, allocated, and spread throughout the full term of the Loan (and any extension or renewal) so as to minimize the

effective rate of interest; and (c) any amount that would otherwise exceed the Maximum Lawful Rate shall automatically be reduced to

the Maximum Lawful Rate, and any excess theretofore collected shall be applied to reduce principal or, if no principal then remains outstanding,

refunded to the BORROWER. This Section controls over any conflicting provision of the Security Documents and is not a representation

by the LENDER that any rate is lawful under any law.

2.6

BUSINESS PURPOSE; WAIVER OF USURY DEFENSES. The BORROWER represents that the Loan is obtained solely for business and commercial

purposes and not for personal, family, or household purposes. To the fullest extent permitted by applicable law, the BORROWER waives

any defence, claim, or right based on usury (whether civil or criminal) and agrees not to assert that the Interest or any other charge

hereunder is or may be usurious.

2.7

METHOD OF PAYMENT. The LENDER shall fund by wire transfer of United States Dollars to the account in ATTACHMENT A. The BORROWER shall

make all payments in cash by wire transfer to the account in ATTACHMENT B, without setoff, counterclaim, or deduction (except as required

by Section 2.11).

2.8

MANDATORY PREPAYMENTS. The BORROWER shall prepay the Obligations: (a) upon receiving the first net collections of revenues from sale

of any products and/or services for which the BORROWER shall receive funds from paying customers or clients (a “Revenue Event”);

or (b) with 100% of the net cash proceeds of any sale of assets outside the ordinary course of business. Upon occurrence of the first

Revenue Event, the BORROWER shall use the entire amount of such revenue, net of the portion of the revenues encumbered for the forbearance

agreement with Twain (and the comparable forbearance arrangement with the GNCU), to make a payment towards Loan Balance Due. If such

a payment is not sufficient to pay back the entire Loan Balance Due, then the BORROWER shall repeat the same procedure to make payment

towards Loan Balance Due from the second and all subsequent Revenue Events until the entire Loan Balance Due is paid. The Parties acknowledge

and understand that the first Revenue Event is expected to occur in July, 2026 with each subsequent Revenue Event expected to be two

weeks apart from the previous Revenue Event.

2.9

OPTIONAL PREPAYMENT. The BORROWER may prepay the outstanding principal in whole or in part at any time without premium or penalty,

together with Interest accrued to the date of prepayment. No unearned or minimum interest shall be payable in respect of amounts prepaid.

2.10

FEES. The BORROWER shall pay the LENDER a non-refundable commitment fee of 500,000 shares of common stock of the BORROWER (the “Commitment

Shares”), earned upon execution of this Agreement. The Commitment Shares shall be registered on the next registration statement

filed by the BORROWER either on a form S-1 or an S-3.

2.11

TAXES; WITHHOLDING GROSS-UP. All payments shall be made free and clear of, and without deduction for, any taxes, except as required

by law. If the BORROWER is required to deduct or withhold any tax (including U.S. withholding tax on interest paid to a non-U.S. lender),

the sum payable shall be increased so that, after all required deductions, the LENDER receives an amount equal to that which it would

have received had no deduction been made (a gross-up).

2.12

WARRANT. NONE.

ARTICLE

III: CONDITIONS PRECEDENT TO FUNDING

The

LENDER’s obligation to fund is subject to satisfaction (or written waiver by the LENDER) of each of the following:

(a) this

Agreement, form of promissory note, and each other Security Document, duly executed by the

BORROWER;

(b) as

a continuing obligation under this Agreement, the BORROWER shall, within five (5) business

days of the date of this Agreement, irrevocably reserve with its transfer agent 5,000,000

shares of its authorized and unissued common stock (the “Reserved Shares”)

exclusively for Penalty of Default Shares. The Reserved Shares shall be maintained by the

transfer agent and shall not be issued, pledged, committed, reserved for any other purpose,

or otherwise encumbered without the prior written consent of the LENDER, unless and until

this requirement is released in writing by the LENDER. The Reserved Shares are to be issued

to the LENDER immediately upon occurrence of an Event of Default. The Company shall instruct

its transfer agent in writing to maintain the Reserved Shares and shall provide the LENDER

with written confirmation from the transfer agent that such reservation has been established

and will remain in effect until all obligations under the Loan Documents have been fully

satisfied or the LENDER otherwise consents in writing to the release of the Reserved Shares.

resolutions of the board of directors of the BORROWER authorizing the transactions and the

issuance of the Penalty of Default Shares;

(d) good

standing certificates and an officer’s certificate certifying organizational documents

and the accuracy of the representations and warranties in all material respects;

(e) such

other documents as the LENDER reasonably requests.

ARTICLE

IV: SECURITY INTEREST AND GUARANTY

4.1

GRANT OF SECURITY INTEREST. To secure the prompt payment and performance of the Obligations, the BORROWER hereby grant to the LENDER

a continuing first-priority security interest in and lien upon all of their respective right, title, and interest in the following, whether

now owned or hereafter acquired (collectively, the “Collateral”): (a) all inventory, including sustainable

aviation fuel, renewable diesel, naphtha, feedstock, and finished and in-process product; (b) all accounts and payment intangibles, including

all receivables under offtake and supply agreements; (c) all Environmental Attributes; (d) all deposit accounts and securities accounts

and the funds and financial assets therein; (e) all equipment, fixtures, and general intangibles; (f) all chattel paper, instruments,

documents, letter-of-credit rights, and commercial tort claims; and (g) all products, proceeds, accessions, and supporting obligations

of the foregoing. Notwithstanding anything herein to the contrary, the Collateral shall not include Excluded Collateral.

4.2

PENALTY OF DEFAULT SHARES. as a continuing obligation under this Agreement, the BORROWER shall, within five (5) business days of

the date of this Agreement, irrevocably reserve with its transfer agent 5,000,000 shares of its authorized and unissued common

stock (the “Reserved Shares”) exclusively for Penalty of Default Shares. The Reserved Shares shall be maintained

by the transfer agent and shall not be issued, pledged, committed, reserved for any other purpose, or otherwise encumbered without the

prior written consent of the LENDER, unless and until this requirement is released in writing by the LENDER. The Reserved Shares are

to be issued to the LENDER immediately upon occurrence of an Event of Default. The Company shall instruct its transfer agent in writing

to maintain the Reserved Shares and shall provide the LENDER with written confirmation from the transfer agent that such reservation

has been established and will remain in effect until all obligations under the Loan Documents have been fully satisfied or the LENDER

otherwise consents in writing to the release of the Reserved Shares. Upon issuance, the Penalty of Default Shares shall be registered

in the BORROWER’s next registration statement either on form S-1 or S-3.

4.3

COLLATERAL MAINTENANCE; TOP-UP. Not Applicable.

4.4

PERFECTION; FURTHER ASSURANCES. The BORROWER authorize the LENDER to file all UCC financing statements and shall execute and deliver

such Control Agreements, account designations, transfer-agent instructions, and other documents, and take such further actions, as the

LENDER reasonably requests to create, perfect, and maintain a first-priority perfected security interest in the Collateral and the Penalty

of Default Shares.

4.5

NEGATIVE PLEDGE; PRIORITY. Except for Permitted Liens, the BORROWER shall not create, incur, or permit any lien on, or sell or transfer,

any Collateral. The LENDER’s liens shall be senior to all other liens other than Permitted Liens expressly identified as senior

in the company’s public filings or on Schedule 2. The BORROWER shall use commercially reasonable efforts to obtain a subordination

or intercreditor agreement from any existing secured creditor whose lien would otherwise rank ahead of the LENDER’s lien on the

Collateral.

4.6

REMEDIES. Upon an Event of Default, the LENDER may exercise all rights and remedies of a secured party under the UCC and the Security

Documents, including taking possession of, collecting, and selling the Collateral and the Penalty of Default Shares (by public or private

sale, subject to applicable securities laws), and applying the proceeds to the Obligations. The BORROWER acknowledges that a private

sale of the Penalty of Default Shares effected in compliance with securities laws is commercially reasonable. All remedies are cumulative.

ARTICLE

V: REGISTRATION RIGHTS AND CURRENT INFORMATION

5.1

MANDATORY REGISTRATION. The BORROWER shall prepare and file with the SEC a registration statement covering the resale of all Registrable

Securities (a “Registration Statement”) no later than fifteen (15) days after the BORROWER’S registration

statement on Form S-4 related to the BCA (as defined below) has been declared effective (the “Filing Deadline”),

and shall use its best efforts to cause such Registration Statement to be declared effective no later than sixty (60) days after the

funding date (or, if reviewed by the SEC, ninety (90) days) (the “Effectiveness Deadline”), and to keep it

effective until all Registrable Securities are Free Trading or sold.

5.2

REGISTRATION DELAY PAYMENTS. If (a) the Registration Statement is not filed by the Filing Deadline or declared effective by the Effectiveness

Deadline, or (b) the Registrable Securities are not otherwise Free Trading by the Effectiveness Deadline, then, as partial liquidated

damages and not as a penalty, the BORROWER shall pay the LENDER an amount equal to one and one-half percent (1.5%) of the Loan Face Amount

for each thirty (30)-day period (pro-rated for partial periods) during which such failure continues (the “Registration Delay

Payments”), subject to an aggregate cap of twelve percent (12.0%) of the Loan Face Amount. The Parties agree that actual

damages from delay would be difficult to ascertain and that this measure is a reasonable estimate thereof. The Registration Delay Payments

are in lieu of, and not in addition to, any fixed monthly charge tied to the registration of the shares.

5.3

CURRENT PUBLIC INFORMATION. The BORROWER shall (a) cure all delinquencies in its SEC reporting and file all reports required under

the Exchange Act on a timely basis, and (b) otherwise satisfy the current public information requirement of Rule 144(c), in each case

so as to make and keep Rule 144 available for the Registrable Securities. The BORROWER acknowledges that Rule 144 is unavailable while

it is delinquent in its periodic reporting and, as a former shell company, may be subject to additional Rule 144 conditions.

5.4

LEGEND REMOVAL. Promptly upon the Registrable Securities becoming eligible for resale under an effective Registration Statement or

Rule 144, the BORROWER shall, at its expense, cause a legal opinion to be delivered to its transfer agent to remove all restrictive legends

and deliver the shares in book-entry form to the buyer of such Registrable Securities upon the resale of such Registrable Securities

in accordance with the Registration Statement or Rule 144, as applicable.

5.5

DEFINITION OF DELIVERY OBJECTIVE. The BORROWER’s obligations under this Article are satisfied with respect to any shares only

when such shares are Free Trading and have been deposited, unlegended and in book-entry form, in the account designated by the LENDER.

ARTICLE

VI: REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The

BORROWER represents and warrants, as of the date hereof and the funding date:

6.1

ORGANIZATION; AUTHORITY. The Borrower is duly organized, validly existing, and in good standing under the laws of its jurisdiction

(the BORROWER under Delaware law), and has full power and authority to execute, deliver, and perform the Security Documents, which constitute

valid and binding obligations enforceable in accordance with their terms.

6.2

NO CONFLICTS; CONSENTS. The execution, delivery, and performance do not violate any organizational document, law, or material agreement,

and, except for filings to perfect the liens and to register the Registrable Securities and any required Nasdaq or shareholder approvals

expressly disclosed, require no consent that has not been obtained.

6.3

SEC DOCUMENTS. Except as disclosed in the company’s public filings or on Schedule 2, the BORROWER has timely filed all reports

required under the Securities Act and the Exchange Act (the “SEC Documents”); the BORROWER discloses that it

is currently delinquent in certain periodic filings and is subject to Nasdaq continued-listing notices, the status of which is described

in the company’s public filings or on Schedule 2. The financial statements in the SEC Documents comply in all material respects

with U.S. GAAP and fairly present the BORROWER’s financial position.

6.4

TITLE; LIENS. The Borrower owns the Collateral free of liens other than Permitted Liens, and upon filing of the UCC financing statements

and execution of the Control Agreements, the LENDER will have a first-priority perfected security interest in the Collateral, subject

only to Permitted Liens expressly identified as senior in the company’s public filings or on Schedule 1.

6.5

PENALTY OF DEFAULT SHARES. The Penalty of Default Shares, when issued and delivered, will be duly authorized, validly issued, fully

paid, non-assessable, and free of pre-emptive rights and liens other than the LENDER’s, and all approvals required for their issuance

will have been obtained.

6.6

LITIGATION. There are no material actions, suits, or investigations pending or threatened that would have a Material Adverse Effect,

except as disclosed in the company’s public filings or on Schedule 2.

ARTICLE

VII: COVENANTS

7.1

AFFIRMATIVE COVENANTS. So long as any Obligations remain outstanding, the BORROWER shall: (a) deliver to the LENDER all SEC filings,

and quarterly and annual financial statements; (b) promptly notify the LENDER of any default, Material Adverse Effect, or Nasdaq or SEC

notice; (c) maintain insurance with the LENDER named as loss payee/additional insured; (d) maintain corporate existence, properties,

and all material permits; (e) use best efforts to maintain the listing of the Class A Common Stock on Nasdaq and to cure any delinquency

or deficiency; (f) maintain in full force the business combination agreement among the BORROWER, DevvStream, and the other parties thereto

(the “BCA”), and promptly notify the LENDER of any default thereunder or amendment thereto; and (g) execute such further

assurances as the LENDER reasonably requests.

7.2

NEGATIVE COVENANTS. So long as any Obligations remain outstanding, neither the BORROWER shall, without the LENDER’s prior written

consent: (a) incur indebtedness ranking senior to or pari passu with the Obligations (other than Permitted Indebtedness); (b) create

or permit any lien on the Collateral other

than

Permitted Liens; (c) sell or transfer assets outside the ordinary course; (d) declare or pay dividends or make other restricted payments;

(e) effect any change of control; (f) amend the BCA or its organizational documents in a manner adverse to the LENDER; or (g) use the

Loan proceeds other than for working capital and the transactions contemplated by the BCA.

ARTICLE

VIII: EVENTS OF DEFAULT

8.1

Each of the following is an “Event of Default”:

i. NON-PAYMENT.

failure to pay any amount when due. Failure to pay Loan Balance Due upon occurrence of

Revenue Events. Failure to advance the entire proceeds from all Revenue Events net of the

portion encumbered for the forbearance agreement with Twain (and the comparable forbearance

arrangement with GNCU) until the entire Loan Balance Due is paid.

ii. BREACH

OF COVENANT. failure to comply with any covenant or obligation (including the Coverage

Ratio, perfection, registration, and listing covenants).

iii. MISREPRESENTATION.

any representation or warranty proves incorrect in any material respect when made (a

“Misrepresentation”), provided that such Misrepresentation has had, or could

reasonably be expected to have, a Material Adverse Effect on the Borrower, and except to

the extent that (1) Lender has suffered no unreimbursed loss on account of such Misrepresentation,

nor has the same resulted in a Material Adverse Effect on Lender or Borrower or under this

Agreement, (2) such Misrepresentation was unintentional and otherwise not known to Borrower

to be false or misleading when made, and (3) such Misrepresentation can be cured (meaning

that the facts and circumstances underlying the applicable Misrepresentation can be changed

such that the applicable representation made will be true and correct) and is diligently

and expeditiously cured in connection herewith (provided that such cure must be completed

within thirty (30) days, unless the same may be cured by payment of money, in which case

the same must be completed within ten (10) days)

iv. COLLATERAL/PERFECTION

FAILURE. any Security Document ceases to be in full force, or the LENDER ceases to have

a first-priority perfected security interest in or control over any material Collateral or

the Pledged Shares.

v. REGISTRATION

FAILURE. the Registrable Securities are not Free Trading within thirty (30) days after

the Effectiveness Deadline (beyond which the Registration Delay Payments shall continue to

accrue subject to the cap).

vi. CROSS-DEFAULT.

any default under other indebtedness of the Borrower permitting acceleration, or any

material default or termination under the BCA or any material offtake or financing agreement.

vii. INSOLVENCY;

BANKRUPTCY. insolvency, assignment for the benefit of creditors, or any bankruptcy or

similar proceeding not dismissed within thirty (30) days; provided that a going-concern qualification

alone shall not be an admission of insolvency.

viii. JUDGMENTS.

an unsatisfied or unstayed money judgment in excess of US$50,000 for thirty (30) days,

that are no longer subject to appeal, and that are not currently disclosed in the company’s

public filings.

ix. CHANGE

OF CONTROL. any change of control without the LENDER’s consent.

x. MATERIAL

ADVERSE EFFECT. any event that has, in the LENDER’s reasonable discretion, a Material

Adverse Effect on the ability to perform the Obligations or on the value of the Collateral.

A Material Adverse Effect is: not having a Revenue Event in the month of July, 2026.

A Material Adverse Effect is: not having Revenue Events once every two weeks after the first

Revenue Event in July, 2026.

xi. NASDAQ

DELISTING-LATE FILING OF SEC FILINGS. the Class A Common Stock is delisted, suspended,

or subject to a delisting determination by Nasdaq or its principal market. BORROWER fails

to be current with SEC filings.

8.2

The BORROWER shall have fifteen (15) days to cure a monetary default and twenty (20) days to cure a non-monetary default capable of cure

(the “Cure Period”); defaults under clauses (iv), (vi), (vii), and (ix), require no cure period. Upon an uncured

Event of Default, the LENDER may, by notice, declare the Default Payment Amount immediately due and payable, with Default Interest, and

exercise all rights under Article IV and applicable law. Remedies are cumulative, and the LENDER shall be entitled to specific performance

of the registration, perfection, and top-up covenants.

ARTICLE

IX: MISCELLANEOUS

9.1

GOVERNING LAW; JURISDICTION; JURY WAIVER. This Agreement and the other Security Documents are governed by, and shall be construed

in accordance with, the laws of the State of California, without regard to conflicts-of-law principles.

9.2

ASSIGNMENT. The LENDER may assign or participate any of its rights or obligations without the BORROWER’s consent. The BORROWER

may not assign any rights or obligations without the LENDER’s prior written consent.

9.3

ENFORCEMENT COSTS. The BORROWER shall pay all of the LENDER’s costs of enforcement, including reasonable attorneys’ fees

(“Enforcement Costs”), which shall be added to the Obligations and bear Default Interest.

9.4

NOTICES. Notices shall be in writing and delivered to the addresses in ATTACHMENT C (or as updated by notice).

9.5

ENTIRE AGREEMENT; AMENDMENTS. The Security Documents contain the entire agreement and supersede prior understandings. No amendment

or waiver is effective unless in a writing signed by the Party against whom it is enforced.

9.6

COUNTERPARTS; ELECTRONIC SIGNATURE. This Agreement may be executed in counterparts and by electronic signature (PDF, DocuSign, or

AdobeSign), each having the same effect as an original.

9.7

SEVERABILITY. If any provision is held unenforceable, the remainder shall continue in effect, provided that no severance shall materially

reduce the economic benefit to the LENDER.

9.8

PUBLICITY. No Party shall issue any press release regarding the transactions without the other’s prior consent, except as required

by law or exchange rules.

WITNESS WHEREOF, the Parties have executed this Secured Bridge Loan and Security Agreement as of the date first written above.

BORROWER:

XCF Global, Inc.

By:

/s/

Chris Cooper

Name:

Chris

Cooper

Title:

CEO

Date:

7/1/2026

LENDER:

Brown Stone Capital Limited

By:

/s/

Nima Montazeri

Name:

Nima

Montazeri

Title:

President

Date:

7/1/2026

ATTACHMENT

A: BORROWER BANK WIRE INSTRUCTIONS- Omitted

ATTACHMENT

B: LENDER BANK WIRE INSTRUCTIONS-Omitted

ATTACHMENT

C: NOTICE ADDRESSES

to the BORROWER:

XCF

Global, Inc. 3040 Post Oak Blvd., 18th Floor, Suite 164, Houston, Texas,

2500

CityWest Blvd, Suite 150-138, Houston, TX 77056

ATTN:

Harvey Schnitzer, e-mail: h.schnitzer@xcf.global

to the LENDER:

Brown

Stone Capital Limited

Nima

Montazeri

nima@BrownStoneCapital.net

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