[8-K] XCF Global, Inc. Reports Material Event

Rhea-AI Filing Summary

XCF Global (Nasdaq: SAFX) furnished a Form 8-K (Item 7.01) announcing a press release about a non-binding Memorandum of Understanding to explore partnering on a synthetic aviation fuel production facility in Australia. The filing contains no financial terms, capacity data, capital commitments or timeline, and the MOU imposes no binding obligations on either party. Filed solely under Regulation FD, the disclosure is considered “furnished,” not “filed,” carrying no Section 18 liability and no immediate accounting impact. Management offered no guidance update or financing details, positioning the news as an early-stage strategic discussion rather than a definitive agreement.

Insights

Corporate Development Specialist

XCF Global signs non-binding MOU for Australian synthetic aviation fuel facility partnership, expanding international sustainable fuel footprint.

XCF Global's non-binding MOU for a synthetic aviation fuel (SAF) production facility in Australia represents a strategic positioning move in the rapidly expanding sustainable aviation market. The company appears to be pursuing international expansion in the alternative fuels sector at a time when regulatory pressures and airline sustainability commitments are creating substantial market opportunities.

While the non-binding nature indicates this partnership remains in preliminary stages with no financial commitments or timeline details disclosed, the geographical selection is noteworthy. Australia presents strategic advantages for SAF development with its existing energy infrastructure, supportive regulatory environment for emissions reduction, and positioning as an Asia-Pacific transportation hub.

The disclosure timing through Regulation FD suggests management views this potential partnership as material enough to warrant immediate public disclosure despite its early stage. This proactive transparency could indicate confidence in the partnership's prospects and potential impact on future business development.

Investors should note this represents a potential strategic direction rather than an immediate financial catalyst, as significant capital expenditure, regulatory approvals, and technical development would be required before any production facility becomes operational.

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  UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 26, 2025

XCF GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-42687	33-4582264
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2500 CityWest Blvd, Suite 150-138

Houston, TX 77042

(Address of principal executive offices, including zip code)

(346) 630-4724

(Registrant's telephone number, including area code)

N/A

(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 obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).           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 June 26, 2025, XCF Global, Inc. issued a press release regarding its entry into a non-binding Memorandum of Understanding regarding a synthetic aviation fuel (SAF) production facility partnership arrangement in Australia. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1			Press Release dated June 26, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

		XCF GLOBAL, INC.
		By:	/s/ Mihir Dange
		Name:  Mihir Dange
		Title:  Chief Executive Officer
Date:	June 26, 2025

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FAQ

Why did SAFX file a Form 8-K on 26 June 2025?

To furnish a press release about a non-binding MOU for a synthetic aviation fuel production facility partnership in Australia.

Is the Memorandum of Understanding legally binding on SAFX?

No. The filing states the MOU is non-binding and imposes no obligations on either party.

Did the 8-K include financial terms or investment amounts for the Australian SAF facility?

No. The press release and 8-K provide no financial figures or capital commitments.

Will the disclosed MOU impact SAFX’s current financial statements?

Not immediately. The information is furnished under Item 7.01 and has no direct accounting effect at this stage.

Where is the proposed synthetic aviation fuel plant expected to be located?

The potential facility would be in Australia, according to the press release attached as Exhibit 99.1.