EEME Energy SPV I, LLC and Majique Ladnier filed Amendment No. 2 to a Schedule 13D with the SEC on October 26, 2026, disclosing updated beneficial ownership stakes in XCF Global, Inc. following a share acquisition tied to a business combination completed on October 16, 2026.

Key Highlights

  • Ladnier beneficial ownership: Majique Ladnier reported sole voting and dispositive power over 270,564,515.60 shares, representing 45.3% of XCF Global Class A Common Stock.
  • EEME beneficial ownership: EEME Energy SPV I, LLC reported sole voting and dispositive power over 228,897,417.60 shares, representing 38.3% of the class.
  • Share acquisition via note conversion: Shares were acquired through conversion of promissory notes with a principal amount of $8,400,000, outright purchases, and payment of an advisory fee, according to the filing.
  • Business combination shares: On October 16, 2026, EEME acquired 119,397,858 shares upon XCF's acquisition of 100% of Southern Energy Renewables, Inc. under the Business Combination Agreement dated April 13, 2026.
  • $200 million financing proposal: According to the filing, EEME is seeking financing proposals for XCF in the aggregate amount of $200 million to recapitalize XCF and possibly reduce other debt on its balance sheet.
  • Reverse stock split opposition: The filing states that EEME intends to vote against XCF's recent proposal to conduct a reverse stock split.
  • Dual listing intention: EEME disclosed it intends to urge XCF to explore a dual listing of its shares on a foreign market.

EEME and Ladnier Disclose Positions and Strategic Intentions at XCF Global

According to the Schedule 13D Amendment No. 2 filed on October 26, 2026, two reporting persons - EEME Energy SPV I, LLC and individual Majique Ladnier - disclosed substantial ownership stakes in XCF Global, Inc. (CUSIP 98400U103), whose Class A Common Stock is listed on the Nasdaq Stock Exchange. The filing covers shares of XCF Global, Inc., headquartered at 3040 Post Oak Blvd., Houston, Texas 77056. The source of funds for the shares was described as working capital, investor loans to EEME, and affiliated funds.

The filing states that shares were obtained through multiple means: converting promissory notes with a principal amount of $8,400,000 into XCF stock, outright stock purchases, and payment of an advisory fee. A significant block of 119,397,858 shares was acquired by EEME on October 16, 2026, upon XCF's acquisition of 100% of the stock of Southern Energy Renewables, Inc. under a Business Combination Agreement among XCF Global, Inc., Devvstream Corp., Southern Energy Renewables Inc., Southern Merger Sub Inc., and Devvstream Merger Sub Inc., dated April 13, 2026.

On planned actions, the filing discloses that EEME is seeking financing proposals for XCF totaling $200 million to recapitalize the company and "possibly reduce other debt on XCF's balance sheet." The filing notes that proposed term sheets have been submitted to XCF, and acceptance of any proposal "is in the discretion of XCF's Board of Directors and management." EEME also disclosed its intention to vote against a proposed reverse stock split, and stated that if XCF's board continues to consider a reverse split necessary to prevent delisting from Nasdaq, EEME will urge the board to consider "taking XCF private, or temporarily trade on the OTC Markets." The filing explicitly states that EEME "is not seeking proxies from shareholders" in connection with the reverse stock split or any related proposal.

What Was Disclosed

EEME Energy SPV I, LLC and Majique Ladnier filed an amended Schedule 13D disclosing beneficial ownership of 38.3% and 45.3% of XCF Global Class A Common Stock, respectively, along with intentions regarding a $200 million financing proposal, opposition to a reverse stock split, and a possible dual listing on a foreign market.