Welcome to our dedicated page for XCF GLOBAL SEC filings (Ticker: SAFX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for XCF Global, Inc. (Nasdaq: SAFX) provide detailed insight into how the company is building and financing its sustainable aviation fuel (SAF) platform, structuring its capital, and managing listing and governance obligations. Through this page, investors can review XCF Global’s Forms 10‑K and 10‑Q when filed, as well as current reports on Form 8‑K, registration statements on Form S‑1 and S‑1/A, and other key disclosures.
Recent 8‑K filings describe material events such as the completion of a business combination with Focus Impact BH3 Acquisition Company, a SPAC transaction that made XCF Global a publicly traded company, and subsequent agreements to convert certain payables and promissory notes into shares of Class A common stock. These filings detail transactions with parties including Encore DEC, LLC and GL Part SPV I, LLC, and outline how ownership stakes and lock‑up provisions are structured. Other 8‑Ks discuss promissory notes with institutional lenders, an equity line of credit with Helena Global Investment Opportunities I Ltd., and a binding term sheet with New Rise Australia Pty. Ltd. for an exclusive licensing and development partnership in Australia focused on SAF and renewable diesel facilities.
XCF Global’s registration statements on Form S‑1 and S‑1/A register substantial blocks of Class A common stock for resale by selling stockholders and in connection with the equity line of credit. These documents explain the company’s status as a smaller reporting company and emerging growth company, describe private placement warrants and their terms, and provide background on the business combination that created the current public entity. Amendments to earlier 8‑K reports supply audited and unaudited historical financial statements for XCF Global Capital, Inc., New Rise Renewables, and the combined company, along with pro forma financial information.
In December 2025, XCF Global filed an 8‑K disclosing that it had received a notice from Nasdaq stating that the company was not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. The filing explains the 180‑day compliance period, potential for an additional period, and notes that the company’s stock continues to trade under the symbol SAFX.
Stock Titan’s SEC filings page brings these documents together with AI‑powered tools that can help readers quickly understand complex regulatory language. Summaries can highlight key terms in XCF Global’s 10‑K and 10‑Q reports, explain capital structure and dilution described in S‑1 filings, and surface important details from 8‑Ks on financings, related‑party transactions, and strategic agreements. Users can also track insider ownership and any Form 4 filings when available, alongside the company’s broader disclosure record.
XCF Global, Inc. reports that Brown Stone Capital Ltd (represented by Nima Montazeri) beneficially owns 23,533,340 shares of its Class A common stock, representing 6.6% of the class. The filing states the percentage is calculated on 359,230,165 shares outstanding, based on 332,563,485 shares outstanding as of May 14, 2026 plus two issuances of 13,333,340 shares on May 25, 2026 and May 28, 2026.
XCF Global, Inc. terminated its Purchase Agreement with Helena Global Investment Opportunities I LTD, which had allowed the company to issue and sell up to $50,000,000 of common stock from time to time. Under that arrangement, Helena’s purchase price was the lowest intraday sale price during the three trading days after receiving each share delivery.
With the termination, approximately 55,000,000 shares of common stock that had been reserved for potential issuance to Helena are no longer reserved. The company states this reduces potential dilution and market overhang, including possible shorting activity, while it retains flexibility to pursue other financing alternatives.
XCF Global, Inc. filed a Form S-4 registering shares to be issued in connection with a proposed Business Combination pursuant to the Business Combination Agreement dated April 13, 2026. The transaction would combine XCF Global, DevvStream and Southern Energy into a publicly traded platform focused on sustainable aviation fuel, green methanol and environmental-attribute monetization.
The merger consideration is structured as stock: Southern Energy will receive shares equal to 35% of XCF Global Common Shares outstanding immediately prior to the Effective Time; DevvStream will receive shares equal in aggregate to 15% of XCF Global Common Shares outstanding immediately prior to the Effective Time (allocated pro rata to DevvStream holders). Post-closing ownership is expected to be approximately 66.7% XCF Global, 23.3% Southern Energy and 10.0% DevvStream.
XCF Global, Inc. entered into securities purchase agreements with accredited investors to sell 4,000,000 Class A common shares at $0.15 per share for aggregate gross proceeds of about $600,000. The shares are being issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.
H.C. Wainwright & Co. and Roth Capital Partners are serving as co-placement agents. As compensation, the company will issue 233,333 common shares and warrants to buy additional common stock equal to 3% of the shares sold, with a five-year term and a $0.21 exercise price. An existing stockholder is purchasing 666,666 shares for $100,000, and the agents did not solicit this investor.
XCF Global, Inc. entered into two private securities purchase agreements, issuing a total of 26,666,680 Class A common shares at $0.15 per share for aggregate gross proceeds of about $4,000,002 to Brown Stone Capital Ltd. and EEME Energy SPV I, LLC.
The shares were sold in unregistered transactions under Section 4(a)(2) and Rule 506(b) of Regulation D to accredited investors. XCF states that the added equity capital supports execution of its strategic priorities and upgrades at its New Rise Renewables Reno facility, which it expects to return to production in early June 2026, subject to final commissioning steps.
XCF Global, Inc. shareholders are informed that this Amendment No. 3 to Schedule 13D updates the holdings and recent trades of major holder Randy Soule and Encore DEC, LLC. Soule is reported to beneficially own 72,383,239 shares of Class A common stock, representing 21.8% of the class, with sole voting and dispositive power over these shares. Encore DEC, LLC is reported to beneficially own 16,683,000 shares, or 5.0% of the class, also with sole voting and dispositive power.
The filing explains that Soule controls Encore and has voting and dispositive power over its XCF shares, and that RESC Renewables Holdings, LLC beneficially owns 66,932,417 XCF shares, of which 47,749,586 shares are attributable to Soule’s 71.34% interest. The amendment also discloses that Encore sold 1,261,830 shares on March 12, 2026 at $0.52 per share in an open-market transaction, 9,000,000 shares on April 30, 2026 at $0.344 per share in a private sale, and 5,000,000 shares on May 15, 2026 at $0.4074 per share in a private sale. The reporting persons state they currently have no specific plans for corporate actions but may buy or sell XCF common stock at their discretion, subject to applicable law.
XCF Global, Inc. insider Randy Soule reported an indirect open-market sale of 5,000,000 shares of Class A Common Stock on May 15, 2026. The shares were sold at an average price of $0.4074 per share through Encore DEC, LLC, where Soule is a member. After this transaction, the indirect holding reported for this entity is 72,383,239 shares of Class A Common Stock.
XCF Global, Inc., a sustainable aviation fuel and renewable fuels developer, reported an early-stage but highly leveraged position for the quarter ended March 31, 2026. Revenue was modest at $348,688, mainly from renewable diesel, environmental credits and naphtha, while cost of sales of $660,938 produced a gross loss.
Operating expenses of $10.0 million and other expenses of $7.5 million led to a net loss of $17.8 million (basic and diluted loss per share $0.07). Total assets were $403.0 million, driven by construction in progress of $370.8 million, but current liabilities reached $244.8 million and total liabilities $377.7 million, leaving equity at $25.3 million.
Cash and cash equivalents were $1.0 million, and the company used $4.3 million of cash in operating activities while continuing to invest in its Reno facility. Management discloses recurring losses, large current obligations and loan defaults, concluding that there is substantial doubt about XCF Global’s ability to continue as a going concern.
XCF Global, Inc. is amending a recent current report to clarify that Randy Soule is one of the company’s major shareholders, not the sole majority shareholder. The underlying transaction remains the same: XCF and its subsidiary agreed with Encore DEC, LLC to settle about $16.7 million of outstanding payables and related debt through issuing 37,033,386 shares of Class A common stock at a conversion price of $0.451 per share.
Encore, owned by New Rise founder Randy Soule, has provided engineering and construction services for XCF’s New Rise Renewables Reno facility. Following the share issuance, Mr. Soule is expected to beneficially own about 30.56% of XCF’s outstanding Class A stock, significantly increasing insider ownership while reducing debt and eliminating certain property liens tied to earlier construction work.
XCF Global, Inc. entered into an agreement with Encore DEC, LLC to reduce debt and increase equity capitalization. Approximately $16.7 million of outstanding payables and related liens will be fully satisfied through the issuance of about 37.03 million shares of Class A common stock at a conversion price of $0.451 per share. Encore, owned by majority shareholder Randy Soule, provides engineering and construction services for XCF’s New Rise Renewables Reno facility. Following the share issuance, Randy Soule is expected to beneficially own about 30.56% of XCF’s Class A common stock. XCF states that this transaction is intended to strengthen its balance sheet, improve financial flexibility, and support its broader capital structure and growth objectives, including plans to resume operations at the New Rise Renewables Reno plant.