Nasdaq flags XCF Global (SAFX) for late Q2 10-Q but stock still trades

Rhea-AI Filing Summary

XCF Global, Inc. reported that on August 21, 2025 it received a notice from Nasdaq stating the company is not compliant with Nasdaq Rule 5250(c)(1) because it has delayed filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025. Under Nasdaq rules, XCF has 60 calendar days, until October 20, 2025, to submit a plan to regain compliance, and if the plan is accepted Nasdaq may grant up to 180 calendar days from the original due date, until February 17, 2026, to cure the deficiency. The company’s Class A common stock will continue trading on Nasdaq under the symbol “SAFX”, and the notice does not directly affect its business operations, SEC reporting obligations, or cause a default under its material debt or other agreements. XCF is in the process of completing the delayed Q2 Form 10-Q and currently expects to file it with the SEC no later than September 30, 2025.

Positive

• None.

Negative

• Nasdaq non-compliance notice for late Q2 2025 Form 10-Q under Rule 5250(c)(1) introduces listing-risk and highlights a lapse in timely financial reporting.

Insights

Equity & listing standards analyst

Nasdaq delinquency notice introduces listing-risk over late Q2 10-Q.

Nasdaq notified XCF Global that it is non-compliant with Rule 5250(c)(1) because the Form 10-Q for the quarter ended June 30, 2025 has not been filed. This rule requires timely periodic filings, so a delinquency notice signals a breakdown in financial reporting timeliness, which many investors treat as a governance red flag.

The company has 60 days, until October 20, 2025, to submit a compliance plan, and Nasdaq may extend the cure period to February 17, 2026 if the plan is accepted. The filing states the notice has no immediate impact on the Nasdaq listing or the company’s operations and agreements, and the stock continues to trade under symbol SAFX.

XCF states it is completing the Q2 Form 10-Q and currently expects to file it by September 30, 2025. How quickly that report is filed, and whether Nasdaq accepts the compliance plan within the outlined deadlines, will shape the ongoing listing-risk profile.

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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): August 21, 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 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard

On August 21, 2025, XCF Global, Inc. (the “Company”) was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was no longer compliant with Nasdaq rule 5250(c)(1) due to the delay in filing the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Q2 Form 10-Q”).

Under Nasdaq rules, XCF has 60 calendar days, or until October 20, 2025, to submit a plan to regain compliance. If XCF’s plan is accepted, Nasdaq can grant an exception of up to 180 calendar days from the due date of the Q2 Form 10-Q, or until February 17, 2026, to regain compliance.

The notice has no immediate impact on the listing of the Company’s Class A Common Stock, which will continue to trade on Nasdaq under the symbol “SAFX”. The Company is in the process of completing the Q2 Form 10-Q and currently expects to file the Q2 Form 10-Q with the Securities and Exchange Commission (“SEC”) no later than September 30, 2025.

The Nasdaq notification does not directly affect the Company’s business operations or its SEC reporting requirements and does not conflict with or cause an event of default under any of the Company’s material debt or other agreements.

As required under the Nasdaq Listing Rule 5810(b), the Company issued a press release on August 26, 2025, announcing that it had received the notice of noncompliance. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated August 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/ Simon Oxley
	Name:	Simon Oxley
	Title:	Chief Financial Officer

Date: August 26, 2025

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FAQ

Why did XCF Global (SAFX) receive a Nasdaq non-compliance notice?

XCF Global received a Nasdaq notice on August 21, 2025 because it did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025, as required under Nasdaq Rule 5250(c)(1).

What deadline does XCF Global (SAFX) have to regain Nasdaq compliance?

XCF Global has 60 calendar days, until October 20, 2025, to submit a plan to regain compliance, and Nasdaq may grant an exception of up to 180 days from the Q2 Form 10-Q due date, until February 17, 2026.

Does the Nasdaq notice affect XCF Globals (SAFX) current Nasdaq listing?

The company states the notice has no immediate impact on the listing of its Class A common stock, which continues to trade on Nasdaq under the symbol SAFX.

When does XCF Global expect to file its delayed Q2 2025 Form 10-Q?

XCF Global states it is completing the Quarterly Report on Form 10-Q for the period ended June 30, 2025 and currently expects to file it with the SEC no later than September 30, 2025.

Does the Nasdaq non-compliance notice affect XCF Globals operations or debt agreements?

The company states the Nasdaq notification does not directly affect its business operations or SEC reporting requirements and does not cause an event of default under any of its material debt or other agreements.

Did XCF Global issue a press release about the Nasdaq non-compliance notice?

Yes. As required under Nasdaq Listing Rule 5810(b), XCF Global issued a press release on August 26, 2025 announcing it had received the Nasdaq notice, and the release is attached as Exhibit 99.1.