XCF Global, Inc. 8-K

What Happened XCF Global, Inc. (SAFX) filed a Form 8-K on March 10, 2026 reporting that at a Special Meeting of Shareholders on March 6, 2026 shareholders approved the company’s proposed private placement to a single investor that could issue 19.99% or more of the company’s common stock (as of the January 26, 2026 record date) under Nasdaq Listing Rules 5635(d) and 5635(b). The company also furnished a press release on March 10, 2026 announcing the shareholder approval and providing an update on the business combination contemplated by the Term Sheet dated January 26, 2026.

Key Details

• Total shares outstanding as of the record date (Jan 26, 2026): 232,673,544.
• Shares present/represented at the Special Meeting: 162,336,821 (69.77%).
• Proposal 1 (approve potential issuance): FOR 159,944,874; AGAINST 2,337,496; ABSTAIN 54,451.
• Proposal 2 (authorize adjournment to solicit additional proxies) was rendered moot after Proposal 1 passed; votes were FOR 160,028,035; AGAINST 2,243,214; ABSTAIN 65,572.
• Form 8-K items reported: Item 5.07 (vote results) and Item 7.01 (Regulation FD disclosure—press release, Exhibit 99.1).

Why It Matters Shareholder approval clears a key regulatory and corporate governance hurdle needed to complete the private placement described in the company’s January 26, 2026 Term Sheet. The approval authorizes issuance of up to about 19.99% (or more as described) of existing shares, which can materially dilute current ownership percentages and affect voting power. The company’s press release (filed March 10, 2026) signals management intends to move forward with the transaction and the related business combination steps described in the term sheet.