Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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XCF Global, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
98400U103 (CUSIP Number) |
Samuel E. Whitley 24285 Katy Freeway, Suite 300 Katy, TX, 77494 2812060434 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98400U103 |
| 1 |
Name of reporting person
EEME Energy SPV I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
109,499,560.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 98400U103 |
| 1 |
Name of reporting person
Majique Ladnier | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
144,274,860.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
XCF Global, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3040 Post Oak Blvd., FLOOR 18 SUITE 164, HOUSTON,
TEXAS
, 77056. |
| Item 2. | Identity and Background |
| (a) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY 82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (b) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY 82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (c) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY 82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (d) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY 82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (e) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY 82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| (f) | EEME Energy SPV I, LLC ("EEME"), a company whose address is 30 N Gould St., Ste. R, Sheridan, WY 82801. EEME's primary business is investing in XCF and other companies involved in the sustainable aviation fuel business. EEME has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). Majique Ladnier, an individual whose address is 512 Alta Vista Ct., El Dorado Hills, CA 95762 ("Ladnier"). The primary business of Ladnier is investing in XCF and other companies involved in the sustainable aviation fuel business. Ladnier has not been a party to a proceeding required to be disclosed pursuant to Item 2(e). |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares acquired by the Reporting Persons were acquired by converting promissory notes in the principal amount of $8,400,000 into shares of XCF stock, outright purchases of XCF stock, and payment of an advisory fee. The amounts paid to XCF for the promissory notes and outright purchases of XCF stock were obtained from loans by investors to EEME. | |
| Item 4. | Purpose of Transaction |
EEME is the 100% shareholder of Southern Energy Renewables Inc., a Louisiana corporation ("Southern Energy"). XCF has agreed to purchase Southern Energy from EEME in exchange for a number of shares equal to 35% of XCF's fully diluted stock as of the date of closing of the transaction. As part of the transaction. Southern Energy is entitled to appoint [2] directors to the board of XCF. The Reporting Persons may purchase and sell common stock of XCF in their sole discretion and at such times as they deem convenient, subject to applicable law. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. EEME beneficially owns 109,499,560 shares of XCF common stock. Ms. Ladnier is the sole member of EEME. As such, she has the power to direct the vote and disposition of EEME's shares of XCF. GL Part SPV I LLC ("GL I") beneficially owns 14,187,115 shares of XCF common stock. Ms. Ladnier is the sole member of GL I. As such, she has the power to direct the vote and disposition of GL I's shares of XCF. GL Part SPV II LLC ("GL II") beneficially owns 20,588,185 shares of XCF common stock. Ms. Ladnier is the sole member of GL II. As such, she has the power to direct the vote and disposition of GL II's shares of XCF. |
| (b) | The information contained in Rows 7, 8, 9, 10, 11, and 13 of each Reporting Person's cover page to this Schedule 13D (including the footnotes thereto), and in Items 2 and 3, are incorporated by reference into this Item 5. EEME beneficially owns 109,499,560 shares of XCF common stock. Ms. Ladnier is the sole member of EEME. As such, she has the power to direct the vote and disposition of EEME's shares of XCF. GL Part SPV I LLC ("GL I") beneficially owns 14,187,115 shares of XCF common stock. Ms. Ladnier is the sole member of GL I. As such, she has the power to direct the vote and disposition of GL I's shares of XCF. GL Part SPV II LLC ("GL II") beneficially owns 20,588,185 shares of XCF common stock. Ms. Ladnier is the sole member of GL II. As such, she has the power to direct the vote and disposition of GL II's shares of XCF. |
| (c) | On May 28, 2026, EEME invested $2,000,001 into XCF at $0.15 per share for 13,166,220 shares. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
EEME and XCF entered into a Company Support & Lock-Up Agreement as of April 13, 2026, in which EEME agreed to vote its shares in favor of the proposed business combination among XCF, DevvStream Corp., DevvStream Merger Sub Inc. and Southern Merger Sub Inc. In this agreement, EEME also agreed not to sell 57,809,018 of its XCF shares until the earlier of (a) the closing of the business combination or (b) termination of the Business Combination Agreement among the aforementioned parties. The Reporting Person and the Company entered into a Company Support & Lock-Up Agreement as of April 13, 2026, whereas the Reporting Person agrees to not trade the shares for 6 months after the Closing of the Company's Business Combination Agreement. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of XCF. | |
| Item 7. | Material to be Filed as Exhibits. |
Ex. 1 Joint Filing Agreement Ex. 2 Company Support & Lock-Up Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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