Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D, as amended, is hereby supplements as follows: Continued Support as Largest Shareholder & Best-Interest Initiatives EEME Energy SPV I, LLC ("EEME"), the largest shareholder of the Issuer, continues to steadfastly support XCF Global, its long-term strategic mission, and its growth objectives in the sustainabel aviation fuel (SAD) and renewable energy sectors. EEME remains dedicated to evaluating, presenting, and advocating for actionable strategic options in the best interest of all shareholders, specifically initiatives that drive enterprise value, deliver immediate premiums, and effectuate comprehensive balance-sheet recapitalizations without unnecessary equity dilution. Support for Withdrawal of Reverse Stock Split In previous Schedule 13D disclosures, the Reporting Persons noted their formal opposition to the Issuer's proposed reverse stock split. EEME is in full support of the Issuer's recent announcement withdrawing the reverse stock split. EEME maintains its conviction that the Issuer's operational runway, growth profile, and 2027 profitability guidance do not warrant reverse split adjustments, and that fundamental recapitalization and value-accretive transactions provide a vastly superior path for shraeholder equity preservation and exchange compliance. Presentation of Two Third-Party Debt Financing Facilities ($100M Each/$200M Aggregate) To eliminate balance sheet debt overhang, extinguish legacy liabilites, and fund plant commissioning, EEME has presented the Issuer with two separate non-binding senior secured lending proposals totaling approximately $200 million from an insititutional third-party lender: 1) $95 Million (up to $100 Million) Senior Secured Reinstatement & Lease Resolution Facility (Reno Facility) - Borrower: New Rise Renewables Reno, LLC (bankruptcy-remote SPE with an Independent Manager). - Facility Size & Purpose: $95,000,000 (up to $100,000,000) funded in a single advance at closing to cure all past due principal and interest on the Senior Notes held by the Senior Lender (estimated at $43.4M and fund a discounted cash settlement of the Ground Lease claim with the Ground Lease Holder($30.6M closing cash + $10M holdback), along with closing costs, origination fees, and $6.75M in working capital. - Ranking and Priority: Senior secured, ranking pari passu in all repsects (lien priority, right of payment, sharing of proceeds) with the USDA-guaranteed Senior Notes under a USDA-approved Intercreditor Agreement. - Interest Rate & Maturity: Floating rate equal to Prime Rate + 3.00% (weighted blended rate of existing senior notes), adjusting quarterly; cash monhtly level amoritazation through maturity on December 6, 2037. - Fees: $1,000,000 cash due diligence fee (paid upon term sheet execution) and a 3.00% origination fee payable at closing from facility proceeds. - Collateral & Structure: Leasholder deed of trust on the Reno Facility, first personal property liens, assignment of material contracts/insurance, 100% of equity pledge of the Borrower, and shared parent/subsidiary guarantees. 2) $103 Million Senior Secured Acquisition & Restart Facility (Paramount Facility) - Borrower: New Rise Renewables Paramount, LLC (bankruptcy-remote SPE with an Independent Manager). - Facility Size & Purpose: $103,000,000 fully funded at closing to: (i) pay all consideration owed to the Seller at closing, including $10,000,000 in closing cash and $31,250,000 to discharge the $50,000,000 Deferred Payment at maximum early-payoff discount; (ii) fund a $11,750,000 12-month Interest Reserve; and (iii) deposit $42,910,000 into a Lender-controlled Restart/Remediation Account to fund operational restart and environmental remediation. - Ranking & Priority: Senior secured, first-priority lien on the Proposed Paramount Facility (fee interest across 61.51 acres / 22 parcels), all plan assets/equipment, permits, accounts, and 100% equity of the Borrower. - Interest Rate & Term: 36-month maturity. Floating rate based on 1-month Term SOFR (3.75% floor) plus Applicable Margin: - Phase 1 (Closing to Restart Completion): 7.05% cash margin + 3.00% PIK margin (10.05% margin total). - Phase 2 (Post-Restart): 5.30% cash margin + 3.00% PIK margin (8.30% margin total). - Phase 3 (Post-Leverage Step-Down < 3.50x): 6.80 cash margin (no PIK). - Fees and & Loan-to-Value: - $1,000,000 cash due diligence fee upon execution; 3.00% origination fee ($3,090,000) payable at closing. Subject to a maximum loan-to-value of 65% based on an as-is independent appraisal net of remediation. - Credit Support & Separation: Guarantee of XCF Global Capital Inc. (releasable upon sustained operations and Leverage Ratio < 3.50x); standalone credit no cross-collateralized or cross-defaulted with the Reno Facility. Both facilities remain subject to final credit approval, reciprocal due diligence, definitive documentation, and customary closing conditions. It is understood XCF Global may also be considering alternative financings