XCF Global, Inc. Announces \$400,000 Senior Secured Loan, Warrant Issuance, and Registration Rights Agreement
Key Developments Investors Need to Know
HOUSTON, TX, July 22, 2026 — XCF Global, Inc. (Nasdaq: [Symbol not specified]), an emerging growth company, announced a series of material transactions that are likely to impact its financial position and could be price sensitive for shareholders. The company entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, issued warrants, and agreed to a Registration Rights Agreement, all of which are designed to shore up liquidity and provide growth capital amidst ongoing Nasdaq listing compliance efforts.
1. \$400,000 Senior Secured Loan with Hollywood Horizons, Inc.
- Loan Structure: On July 16, 2026, XCF Global entered into a senior secured loan with Hollywood Horizons, Inc. The loan has a face amount of \$400,000 but was issued at a 25% original issue discount, resulting in net proceeds of \$300,000 to XCF Global.
- Security and Collateral: The loan is secured by a first-priority security interest in XCF Global’s assets, the “Collateral,” and is supported by pledged shares and registration rights.
- Optional Prepayment: The company can repay the loan at any time without penalty.
- Fees: XCF Global must pay a non-refundable commitment fee of 500,000 shares of its common stock (“Commitment Shares”), which will be registered in the company’s next registration statement (S-1 or S-3).
- Registration Requirement: The company must register the resale of all “Registrable Securities” (including Commitment Shares and any “Penalty of Default Shares”) within strict SEC deadlines, with monetary penalties for delays.
- Material Adverse Event Provisions: The agreement details various events of default, including failure to register shares, adverse judgments over \$50,000, or an unapproved change of control. These could trigger acceleration of repayment or other remedies.
- Disclosure of Risks: The company is currently delinquent in certain SEC filings and is subject to Nasdaq listing deficiency notices, as disclosed in its public filings.
2. Warrant Issuance and Purchase Agreement with GL PART SPV II, LLC
- Warrant Terms: XCF Global issued warrants to GL PART SPV II, LLC, which are exercisable for cash or on a cashless basis. The number of shares and exercise price can be adjusted for stock splits, dividends, or similar events.
- Potential for Further Capital: The investor has the option to purchase up to \$10 million of additional warrants, subject to specific conditions and using a Black-Scholes valuation methodology (with a volatility floor of 75% and cap of 150%).
- Accredited Investor Requirement: The warrants and related shares are issued exclusively to accredited investors under Regulation D, Section 4(a)(2) of the Securities Act, and are not initially registered for public sale.
- Transfer Restrictions: Warrant shares are restricted securities until registered or eligible for resale under Rule 144.
- Price Adjustment Mechanisms: The warrant agreements include anti-dilution provisions, including adjustments for stock splits, dividends, combinations, or reclassifications.
3. Registration Rights Agreement – Shareholder Protection
- Obligation to Register Shares: XCF Global has agreed to file and seek effectiveness of a registration statement covering all securities issued in the above transactions, aiming to make shares “free trading” as soon as possible.
- Penalties for Delay: If XCF Global fails to file or have the registration statement declared effective within specified windows, it must pay cash penalties, capped at 12% of the loan face amount.
- Legend Removal: The company must arrange timely removal of restrictive legends from shares once they become eligible for public resale.
- Rule 144 Limitations: As XCF Global is a former shell company and currently delinquent in filings, Rule 144 resale may be unavailable until all SEC reporting is current.
4. Other Material Terms and Investor Protections
- Largest Shareholder Connection: The investor in the secured note (Hollywood Horizons, Inc.) is controlled by Majique Ladnier, XCF Global’s largest beneficial owner.
- Required Nasdaq Listing: The company has covenanted to use best efforts to maintain its Nasdaq listing, but remains at risk of delisting due to past filing deficiencies.
- No Public Offering: All securities are issued in private placements, not in public offerings.
- No Immediate Voting Rights: Until exercised, warrants do not confer any stockholder rights.
- Material Adverse Effect: The disclosure of any material adverse effect, or events such as changes of control, large unsatisfied judgments, or SEC/Nasdaq actions, could trigger default provisions and impact share value.
- SEC and Financial Reporting: The company acknowledges its reporting delinquencies and states that restatements or late filings, as triggered by SEC guidance, will not be considered breaches of these agreements.
Potential Share Price Implications
Shareholders should note:
- The issuance of up to 500,000 Commitment Shares (and potentially more under penalty or default) will dilute existing shareholders.
- Failure to register shares or resolve SEC/Nasdaq compliance issues could trigger penalties, accelerate obligations, or result in delisting – all of which are highly price sensitive.
- The company’s ability to access up to \$10 million in additional capital via warrants is a positive for liquidity but also carries future dilution risks.
- The involvement of the company’s largest shareholder as lender could align interests but may also raise governance questions.
- Material adverse events or a change of control without lender consent could have significant consequences.
Summary
XCF Global, Inc. is executing a complex set of financing transactions to address liquidity needs and support its Nasdaq listing, but faces significant risks tied to SEC compliance, share dilution, and potential defaults. Shareholders should closely monitor the company’s SEC filings, registration statement progress, and Nasdaq standing, as failures in any of these areas could meaningfully impact the company’s share price and future prospects.
Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions. The company’s future performance is subject to a variety of risks and uncertainties, including those discussed above and in its public filings.
