SCHEDULE: GL Part SPV II Acquires 6.7% Stake in XCF Global

GL Part SPV II, LLC has disclosed a beneficial ownership of 27,479,983 shares of XCF Global, Inc. Class A Common Stock, representing 6.7% of the class, acquired through a business combination and warrants.

Summary

• GL Part SPV II, LLC (GL II) has filed a Schedule 13D, reporting beneficial ownership of 27,479,983 shares of XCF Global, Inc. Class A Common Stock.
• This holding represents 6.7% of the total class of securities.
• The shares were acquired through a Business Combination Agreement on June 6, 2025, and via a Common Stock Purchase Warrant on September 14, 2026.
• GL II has the right to acquire additional warrants to purchase up to $99,000,000 of XCF Class A Common Stock until December 31, 2026, exercisable at $2.50 per share.
• GL II's primary business involves investing in XCF and other companies in the sustainable aviation fuel sector.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the nature of a Schedule 13D filing indicating a significant stake acquisition and potential future actions, coupled with the specific details of warrant agreements and a relatively low percentage ownership which could signal a passive or potentially activist investor position.

Positives

• GL II has acquired a significant stake (6.7%) in XCF Global, Inc., indicating investor confidence.
• The company is focused on the sustainable aviation fuel business, a growing sector.

Negatives

• The filing is a Schedule 13D, which typically signifies a more active or potentially activist investor compared to a Schedule 13G.
• The acquisition of shares is tied to a business combination and warrants, suggesting a structured investment rather than a simple open-market purchase.
• The potential to acquire up to $99,000,000 in additional warrants indicates a substantial future financial commitment or interest.

Risks

• The Reporting Person may purchase and sell common stock of XCF in their sole discretion, which could lead to market volatility.
• The exercise price of $2.50 per share for warrants could become a point of contention if the stock price does not reach this level.
• The company's primary business is investing in sustainable aviation fuel, which is a sector subject to regulatory changes and technological advancements.

Future Outlook

GL II has the right to acquire warrants to purchase up to $99,000,000 of additional shares of XCF Class A Common Stock until December 31, 2026, with each warrant exercisable at $2.50 per share.

Industry Context

StockSavvy.ai notes that the sustainable aviation fuel (SAF) sector is experiencing significant growth driven by environmental regulations and corporate sustainability goals. Companies like XCF Global, Inc. operating in this space are attracting investor interest, as evidenced by GL Part SPV II's investment. However, the sector is also capital-intensive and subject to evolving technologies and feedstock availability.

Stakeholder Impact

• Shareholders may experience increased stock price volatility due to GL II's ability to buy and sell shares at its discretion.
• Potential for increased investor scrutiny and engagement given the Schedule 13D filing.

Next Steps

• GL II may purchase and sell common stock of XCF in their sole discretion.
• GL II has the right to acquire additional warrants up to $99,000,000 until December 31, 2026.

Key Dates

Recommendation

The filing indicates a significant stake acquisition by GL Part SPV II, LLC, a specialized investor in the sustainable aviation fuel sector. While this suggests some level of investor confidence and potential for future growth, the Schedule 13D filing itself, coupled with the details of warrant agreements and the relatively modest percentage ownership (6.7%), suggests a position that warrants monitoring rather than immediate aggressive action. The company's future performance will depend heavily on the success of its investments in the volatile SAF market. Therefore, a 'hold' recommendation is appropriate pending further developments and clarity on XCF Global's strategic execution.

Keywords

XCF Global, Schedule 13D, GL Part SPV II, Class A Common Stock, Sustainable Aviation Fuel, Warrants, Business Combination