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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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XCF Global, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
98400U103 (CUSIP Number) |
05/28/2026
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 98400U103 |
| 1 | Names of Reporting Persons
Brown Stone Capital Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,533,340.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.60 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percentage of class is based on 359,230,165 shares of the issuer's Class A common stock outstanding, based on (i) 332,563,485 shares outstanding as of May 14, 2026, as reported on the issuer's Quarterly Report on Form 10-Q filed by the issuer with the Securities and Exchange Commission (the "SEC") on May 15, 2026, plus (ii) 13,333,340 shares issued to Brown Stone Capital Ltd. ("Brown Stone") on May 28, 2026, plus (iii) 13,333,340 shares issued to an unrelated third party on May 25, 2026, as reported on the issuer's Current Report on Form 8-K filed by the issuer with the SEC on May 29, 2026.
SCHEDULE 13G
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| CUSIP Number(s): | 98400U103 |
| 1 | Names of Reporting Persons
Montazeri Nima | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,533,340.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.60 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percentage of class is based on 359,230,165 shares of the issuer's Class A common stock outstanding, based on (i) 332,563,485 shares outstanding as of May 14, 2026, as reported on the issuer's Quarterly Report on Form 10-Q filed by the issuer with the SEC on May 15, 2026, plus (ii) 13,333,340 shares issued to Brown Stone on May 28, 2026, plus (iii) 13,333,340 shares issued to an unrelated third party on May 25, 2026, as reported on the issuer's Current Report on Form 8-K filed by the issuer with the SEC on May 29, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
XCF Global, Inc. | |
| (b) | Address of issuer's principal executive offices:
2500 CityWest Blvd. Suite 150-138 Houston TX 77042 | |
| Item 2. | ||
| (a) | Name of person filing:
Brown Stone Capital, Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Rear No. 2 Glenthorne Road, London, United Kingdom, N11 3HT | |
| (c) | Citizenship:
United Kingdom | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP Number(s):
98400U103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
23,533,340.00 | |
| (b) | Percent of class:
6.6% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
23,533,340.00 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
23,533,340.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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