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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 23, 2026
XCF
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42687 |
|
33-4582264 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2500
City West Blvd
Suite
150-138
Houston,
TX
(Address
of principal executive offices) |
|
77042
(Zip
Code) |
(346)
630-4724
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which
registered |
| Class
A Common Stock, par value $0.0001 per share |
|
SAFX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On
March 23, 2026, XCF Global, Inc. (the “Company”) issued a press release providing highlights from the presentation
made by the Company’s Chief Executive Officer, Christopher Cooper, at the Advanced Biofuels Leadership Conference (ABLC2026)
in Washington, D.C. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Also
on March 23, 2026, the Company issued a press release relating to the current conflict in the Middle East. The press release noted the
Company’s position as a U.S. based sustainable aviation fuel (SAF) producer and that SAF prices reached an all-time high
as global jet fuel markets tightened due to disruptions in the Strait of Hormuz. The press release is furnished as Exhibit 99.2 to this
Current Report on Form 8-K.
The
information contained in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 and Exhibit
99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of such section, and such information shall not be incorporated by reference into any filing under the Exchange Act
or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated as of March 23, 2026 |
| 99.2 |
|
Press Release, dated as of March 23, 2026 |
| 104 |
|
Cover
page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated: March 23, 2026 |
|
| |
XCF GLOBAL, INC. |
| |
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher Cooper |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1

XCF
Global CEO Highlights Renewable Energy Security as Cornerstone of Scaling Sustainable Aviation Fuel at Advanced Bioeconomy Leadership
Conference, ABLC2026
Houston,
TX – March 23, 2026 - XCF Global, Inc. (“XCF”) (Nasdaq: SAFX) a leading innovator in decarbonizing
the aviation industry through Sustainable Aviation Fuel (“SAF”) today shared key takeaways from CEO, Chris Cooper’s
presentation at the Advanced Biofuels Leadership Conference (ABLC2026) in Washington, D.C earlier this week. In his remarks, Cooper underscored
renewable energy security as one important factor shaping the future of aviation decarbonization, positioning SAF as both an emissions
reduction solution and a strategic national priority.
Renewable
Energy Security
Cooper
highlighted XCF Global’ s use of U.S. waste-based feedstocks, noting that domestic sourcing strengthens national energy resilience
and reduces exposure to volatile global supply chains. The company’s strategy emphasizes supporting domestic supply chains and
domestic production enhancing renewable energy security.
Modular,
Scalable, and Replicable Infrastructure
XCF’s
modular, scalable facility is designed to enable faster deployment, efficient replication across U.S. regions, and production capacity
that grows with domestic demand without overbuilding.
Strategic
Logistics Enhance Reliability
We
believe the company’s logistics advantages, including proximity to major aviation markets and access to on-site rail and trucking
infrastructure, can improve reliability and efficiency while minimizing transport emissions.
Immediate
Deployability of SAF Strengthens Energy Stability
We
believe SAF is fully compatible with existing aircraft, engines, and airport infrastructure, with the goal of enabling immediate improvements
in energy stability and emissions performance without waiting for long-term technology transitions.
Following
the discussion of SAF’s immediate compatibility with existing aircraft and XCF Global’ s strategy to scale domestic, waste-based
feedstocks and modular production capacity, CEO Chris Cooper highlighted SAF’s unique multi-value role in the aviation energy transition.
He emphasized that sustainable aviation fuel not only serves as a drop-in propulsion solution but also has the capacity to deliver emissions
reductions and strengthen long-term U.S. renewable energy security.
“Sustainable
aviation fuel delivers more than propulsion; we believe it can deliver emissions reductions and strengthens renewable energy security.
By using U.S. waste-based feedstocks and deploying modular, scalable facilities close to major aviation markets, we are striving to build
a domestic SAF system that is reliable, repeatable, and ready now. This is how we hope to provide airlines with a drop-in solution that
reduces emissions and fuels flights today while reinforcing the nation’s long-term energy resilience.” Chris Cooper, CEO
of XCF Global
About
XCF Global, Inc.
XCF
Global, Inc. (“XCF”) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry’s
transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38
million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance
a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and
transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.
To
learn more, visit XCF.Global
Contacts
XCF
Global: Corporate Comms
media@xcf.global
Cautionary
Note Regarding Forward-Looking Statements
This
Press Release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements
regarding XCF Global’s expectations with respect to future performance and anticipated financial impacts of the recently completed
business combination with Focus Impact BH3 Acquisition Company (the “Business Combination”), estimates and forecasts of other
financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which
could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking
statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently
uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.
Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in
domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global’s expenses,
including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest
rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any agreements with regard to XCF Global’s offtake arrangements; (4) the outcome of any legal proceedings that may be instituted
against the parties to the Business Combination or others; (5) XCF Global’s ability to regain compliance with Nasdaq’s continued
listing standards and thereafter continue to meet Nasdaq’s continued listing standards; (6) XCF Global’s ability to integrate
the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global’s ability to raise financing
to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility’s ability
to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise
Reno production facility’s ability to produce renewable diesel in commercial quantities without interruption during the ongoing
SAF ramp-up process; (10) XCF Global’s ability to resolve current disputes between its New Rise subsidiary and its landlord with
respect to the ground lease for the New Rise Reno facility; (11) XCF Global’s ability to resolve current disputes between its New
Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility;
(12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13)
the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination;
(14) XCF Global’s ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which
may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks
related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities;
(17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability
of tax credits and other federal, state or local government support; (19) risks relating to XCF Global’s and New Rise’s key
intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk
that XCF Global’s reporting and compliance obligations as a publicly-traded company divert management resources from business operations;
(21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated
with operating as a public company; and (23) various factors beyond management’s control, including general economic conditions
and other risks, uncertainties and factors set forth in XCF Global’s filings with the Securities and Exchange Commission (“SEC”),
including the final proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press
Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or
in combination with other events or circumstances, or XCF Global’s assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or
that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect XCF Global’s expectations, plans or forecasts of future events and
views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global’s
assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking
statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically
disclaims any obligation to do so.
Exhibit
99.2

Middle
East Conflict Exposes America’s Aviation Fuel Vulnerability: XCF Global Highlights the Case for Domestic Sustainable Aviation Fuel
| ● | SAF
prices reached an all-time high as global jet fuel markets tightened due to disruptions in
the Strait of Hormuz. |
| ● | Domestic
waste-based SAF offers a proven, near-term pathway to reducing aviation emissions. |
| ● | U.S.-sourced
SAF production provides supply chain stability and emissions reductions through domestically
sourced feedstocks |
| ● | XCF
produces 38 million gallons per year of neat sustainable aviation fuel (SAF) that can be
blended to deliver up to 100million gallons of blended SAF, depending on the blend ratio
at its New Rise Reno facility |
Houston,
TX – March 23, 2026 - XCF Global, Inc. (“XCF”) (Nasdaq: SAFX) a U.S. based sustainable aviation fuel
(SAF) producer decarbonizing the aviation industry today issued a statement on the ongoing disruption to global aviation fuel markets
caused by the Middle East conflict. As jet fuel and SAF prices surge to historic levels, XCF Global is sharing its perspective on what
the current crisis reveals about the structural vulnerabilities of petroleum-dependent aviation fuel supply chains and the role domestic
SAF can play in addressing them.
According
to S&P Global Platts data, SAF prices in California reached an all-time high of 885 cents ($8.85) per gallon in the week ended March
4, 2026, a surge of more than 132 cents ($1.32) per gallon in a single week. Spot jet fuel prices on the US West Coast increased to 125.54
cents ($1.26) per gallon in early March; levels not seen since 2022. The disruption of tanker disruption of tanker traffic through the
Strait of Hormuz, through which approximately 20 million barrels per day of crude and refined product normally flow, has driven distillate
prices sharply higher across major global hubs.
XCF
SAF utilizes domestic waste-based feedstock. These feedstocks are not impacted by the Middle Eastern crude supply. “Our focus remains
on delivering high quality SAF to our partners, maintaining operational continuity, and supporting the aviation sector as markets stabilize.
America’s aviation sector remains deeply tethered to a global oil market that is inherently unstable. The feedstock, the technology,
and the workforce to change that exist right here at home. Domestic waste-based SAF is not a future solution. We believe it can be made
available now, that it can be scalable, and that it can be produced entirely from American materials. We believe the current crisis is
bringing long-overdue attention to what domestic SAF producers have understood for years; a fuel whose supply chain begins and ends in
the United States is a fundamentally different kind of energy security while mitigating climate impact” Chris Cooper, Chief Executive
Officer, XCF Global
XCF
Global believes that energy security and lowering emissions from aviation are not mutually exclusive. The events of recent weeks have
brought that principle into focus for the aviation sector. As the market works through this period of volatility, XCF Global remains
committed to expanding its domestic production.
About
XCF Global, Inc.
XCF
Global, Inc. (“XCF”) is an emerging sustainable aviation fuel company dedicated to accelerating the aviation industry’s
transition to net-zero emissions. Our flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38
million gallons per year, positioning XCF as an early mover among large-scale SAF producers in North America. XCF is working to advance
a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and
transportation sectors to scale SAF globally. XCF is listed on the Nasdaq Capital Market and trades under the Ticker, SAFX.
To
learn more, visit XCF.Global
Contacts
XCF
Global: Corporate Comms
media@xcf.global
Source
Note: SAF pricing data cited from S&P Global Platts, week ended March 4, 2026. Jet fuel spot price data from S&P Global
Commodity Insights Strait of Hormuz throughput estimate from, EIA Short-Term Energy Outlook, March 2026
Cautionary
Note Regarding Forward-Looking Statements
This
Press Release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements
regarding XCF Global’s expectations with respect to future performance and anticipated financial impacts of the recently completed
business combination with Focus Impact BH3 Acquisition Company (the “Business Combination”), estimates and forecasts of other
financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which
could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking
statements are based upon estimates and assumptions that, while considered reasonable by XCF Global and its management, are inherently
uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.
Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in
domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in XCF Global’s expenses,
including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest
rates and other factors; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any agreements with regard to XCF Global’s offtake arrangements; (4) the outcome of any legal proceedings that may be instituted
against the parties to the Business Combination or others; (5) XCF Global’s ability to regain compliance with Nasdaq’s continued
listing standards and thereafter continue to meet Nasdaq’s continued listing standards; (6) XCF Global’s ability to integrate
the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global’s ability to raise financing
to fund its operations and business plan and the terms of any such financing; (8) the New Rise Reno production facility’s ability
to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) the New Rise
Reno production facility’s ability to produce renewable diesel in commercial quantities without interruption during the ongoing
SAF ramp-up process; (10) XCF Global’s ability to resolve current disputes between its New Rise subsidiary and its landlord with
respect to the ground lease for the New Rise Reno facility; (11) XCF Global’s ability to resolve current disputes between its New
Rise subsidiary and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility;
(12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13)
the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination;
(14) XCF Global’s ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which
may be affected by, among other things, competition, the ability of XCF Global to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (15) changes in applicable laws or regulations; (16) risks
related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities;
(17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability
of tax credits and other federal, state or local government support; (19) risks relating to XCF Global’s and New Rise’s key
intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk
that XCF Global’s reporting and compliance obligations as a publicly-traded company divert management resources from business operations;
(21) LOIs and MOUs may not advance to definitive agreements or commercial deployment; (22) the effects of increased costs associated
with operating as a public company; and (23) various factors beyond management’s control, including general economic conditions
and other risks, uncertainties and factors set forth in XCF Global’s filings with the Securities and Exchange Commission (“SEC”),
including the final proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press
Release and other filings XCF Global made or will make with the SEC in the future. If any of the risks actually occur, either alone or
in combination with other events or circumstances, or XCF Global’s assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that XCF Global does not presently know or
that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect XCF Global’s expectations, plans or forecasts of future events and
views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing XCF Global’s
assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking
statements. While XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically
disclaims any obligation to do so.