{"url_path":"/sec/safx/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/2019793/0001493152-26-022736-index.html","accession_number":"0001493152-26-022736","cik":"0002019793","ticker":"SAFX","issuer_name":"XCF Global, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2019793/0001493152-26-022736-index.html","primary_entity_key":"0002019793","primary_entity_name":"XCF Global, Inc."},"word_count":278,"has_tables":true,"body_markdown":"**Item\n1.01**\n**Entry\ninto a Material Definitive Agreement**\n\n \n\n*Encore\nDEC, LLC Debt Reduction and Equity Capitalization Increase*\n\n \n\nOn\nMay 6, 2026, the Company, New Rise Renewables Reno, LLC (“**New Rise Reno**”), a subsidiary of the Company, and Encore\nDEC, LLC (“**Encore**”) entered into a payable acknowledgement and settlement agreement (the “**Encore Agreement**”),\npursuant to which approximately $16.7 million of outstanding accounts payable due to Encore DEC will be settled through the issuance\nof 37,033,386 shares of the Company’s Class A Common Stock, par value $0.0001 (“**Common Stock**”). Encore provides\nEngineering, Procurement and Construction (“**EPC**”) services to the Company. Encore is 100% owned by Randy Soule, one\nof the major shareholders of the Company, and has provided feedstock degumming hydrotreater off gas conservation system construction\nservices and sustainable aviation fuel conversion services to New Rise Reno.\n\n \n\nUnder\nthe Encore Agreement, the conversion price is equal to the greater of: (a) the average closing price of XCF Common Stock on Nasdaq for\nthe five (5) trading days immediately preceding the Effective Date, and (b) the closing price on the trading day immediately preceding\nthe Effective Date (the “**Conversion Price**”). The conversion price was determined to be $0.451 per share and will result\nin 37,033,386 shares of Common Stock being issued to Encore. After the conversion, Randall Soule will beneficially own approximately\n30.56% of the Company’s outstanding Class A Common Stock.\n\n \n\nThe\nforegoing description of the Encore Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions\nthereof, the form of 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."}