Xcf Global Inc

This management proposal asks shareholders to approve the issuance of shares to EEME in excess of the 19.99% Share Cap imposed by the Transaction Term Sheet to comply with Nasdaq Listing Rules 5635(b) and 5635(d). Management entered into a binding Term Sheet under which the Company agreed to sell 100,000,000 shares to EEME for $10,000,000 (with 7,000,000 already issued) and the Term Sheet includes a Share Cap limiting issuances to approximately 19.99% pending shareholder approval. The board is seeking approval because Nasdaq rules require shareholder approval for issuances that could result in a change of control (generally 20% or more) and for private transactions equal to 20% or more of the outstanding shares sold below prescribed pricing thresholds, and the Term Sheet’s Share Cap is designed to reflect those rules. The Company states that proceeds are expected to be used to convert and build out the New Rise Reno facility for sustainable aviation fuel blending (the Plant Conversion) and for related corporate purposes, so management frames the transaction as providing critical, reliable capital for operational growth. If approved, the issuance would result in significant dilution—management estimates an additional 58,360,830 shares (approximately 28% of outstanding prior to the issuance) could be issued to EEME—thus materially diluting existing stockholders’ ownership. If not approved, EEME’s investment would be capped at shares representing approximately $4.16 million, potentially forcing the Company to seek alternative, uncertain financing sources or incur additional costs and delays from reconvening shareholder meetings. The board’s unanimous recommendation to vote FOR is justified by management on the basis that the financing is necessary to pursue the Plant Conversion and advance the company’s strategic objectives, while acknowledging the dilution and attendant risks. Investors should weigh the immediate capital and project execution benefits against the dilution risk, potential change-in-control considerations, and the fact that the Term Sheet contemplates but does not guarantee a potential merger among the parties.

This management proposal requests shareholder authorization to permit the Board’s proxies to adjourn the Special Meeting to another time and place if there are not sufficient votes to approve Proposal 1. The stated purpose is to give the Board time to solicit additional proxies, including from stockholders who previously voted against Proposal 1, and thereby increase the likelihood of obtaining the required majority. The proxy statement explains that approval of the adjournment would allow the company to postpone or reconvene the meeting without additional formal notice (so long as the adjournment is 30 days or less and no new record date is set), which could materially change the timing and dynamics of the vote on the Share Issuance Proposal. Management frames this proposal as a procedural measure to preserve flexibility and maximize the chance of securing financing tied to Proposal 1, and the Board unanimously recommends a vote FOR. Because the Adjournment Proposal is characterized as a “routine” matter for broker voting purposes, brokers may exercise discretionary votes on it, which can affect quorum and the company’s ability to reconvene. Opposing this proposal could limit the company’s ability to buy time to solicit additional support and potentially force an immediate outcome on Proposal 1; supporting it could enable further engagement but may be perceived by some investors as an attempt to change outcomes after an initial vote. The vote requires a majority of votes cast, and abstentions and broker non-votes will not affect the outcome; shareholders should consider whether granting this adjournment authority aligns with their views on the substantive Share Issuance Proposal.