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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): September 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.
On
September 26, 2025, XCF Global Capital Inc. (“XCF Global Capital”), a subsidiary of XCF Global, Inc. (the “Company”),
filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “XCF Global Capital 10-Q”) with the Securities
and Exchange Commission (“SEC”). The XCF Global Capital 10-Q included a discussion of certain risks relating to XCF Global
Capital under “Part II – Item 1A. Risk Factors” that also apply to the Company.
Pursuant
to Rule 12b-23 under the Securities Exchange Act of 1934, as amended, the Company hereby incorporates by reference into this Current
Report on Form 8-K the risk factors disclosed in “Part II – Item 1A. Risk Factors” of the XCF Global Capital 10-Q.
The risk factors disclosed in “Part II – Item 1A. Risk Factors” of the XCF Global Capital 10-Q is available on the
SEC’s website at the following hyperlink: Risk Factors.
The
risk factors included in the XCF Global Capital 10-Q are also risk factors of the Company, and investors should consider such risk factors
when evaluating an investment in the Company’s securities.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (formatted as 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.
| |
XCF
GLOBAL, INC. |
| |
|
|
| |
By: |
/s/
Simon Oxley |
| |
Name:
|
Simon
Oxley |
| |
Title: |
Chief
Financial Officer |
Date:
September 26, 2025
