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. files a prospectus supplement covering up to 72,463,768 shares of Class A common stock and updating investors with a new Form 8-K. The supplement attaches a binding term sheet for a proposed three-party business combination among XCF, Southern Energy Renewables and DevvStream Corp., with EEME Energy SPV I LLC as a financing partner.
The parties outline a structure where Southern and DevvStream would merge into XCF subsidiaries and become wholly owned units of XCF, with existing XCF, Southern and DevvStream holders sharing the combined equity. The term sheet states an aim to build a combined enterprise targeting about $3.0 billion in enterprise value, though it emphasizes these are objectives that may never be achieved.
To convert and build out XCF’s New Rise Reno facility for sustainable aviation fuel blending and corporate needs, XCF plans a $10 million investment funded through EEME’s purchase of XCF stock. EEME is expected to buy 7,000,000 shares for $700,000 and an additional 93,000,000 shares for $9,300,000, subject to a cap of 41,639,170 shares and a 19.99% ownership limit until stockholder approval. The proposed transaction is subject to extensive conditions, including completion of the plant conversion, EEME funding, major revenue and EBITDA milestones, Southern bond authorization of at least $400 million, regulatory and stockholder approvals, and continued Nasdaq listing. The term sheet is partially binding but does not require the parties to complete the transaction and can be terminated under various circumstances.
XCF Global, Inc. is asking stockholders to approve a large private placement that could significantly increase its share count and concentrate ownership. The company agreed to sell 100,000,000 shares of Common Stock to EEME Energy SPV I LLC for
Nasdaq rules limit XCF from issuing more than 41,639,170 shares (about 19.99% of the 208,323,544 shares outstanding as of
The cash from EEME is expected to fund conversion and build‑out of XCF’s New Rise Reno facility for sustainable aviation fuel blending and related corporate purposes. Proposal 2 would let the company adjourn the special meeting to solicit more proxies if there are not enough votes to pass Proposal 1. The board unanimously recommends voting “FOR” both proposals.
XCF Global, DevvStream and Southern Energy Renewables have signed a binding term sheet for a three-party merger aimed at creating an integrated low‑carbon fuels and environmental-attributes platform across North America and emerging markets. The structure is still subject to negotiation of definitive agreements and board approvals.
An investor has agreed to purchase shares of XCF to fund near-term operations and key upgrades at XCF’s New Rise Reno refinery, including mechanical, electrical and process work, catalysts and utilities, commissioning improvements, and related shareholder communications. The goal is to bring the plant into sustained commercial production and ramp sustainable aviation fuel output.
The parties highlight ambitions to link SAF production, biomass feedstocks and environmental-asset monetization, and to explore small modular reactor-powered electro-SAF and AI data center power. Forward-looking targets mentioned include potential annualized blended fuel revenues above
XCF Global entered into a binding term sheet for a proposed three‑party merger with Southern Energy Renewables and DevvStream, plus a related equity financing. If definitive agreements are reached and numerous conditions are met, Southern and DevvStream would merge into XCF subsidiaries and become wholly owned units, with current XCF holders expected to own about 66.67% of the combined company, Southern holders 23.33% and DevvStream holders 10%.
To fund a $10 million conversion of its New Rise Reno facility for sustainable aviation fuel blending and corporate purposes, XCF agreed to sell $10 million of common stock to EEME, including 7,000,000 shares for $700,000 at signing and a further 93,000,000 shares for $9,300,000, subject to a 41,639,170‑share and 19.99% ownership cap until stockholder approval. Closing the deal depends on demanding milestones such as XCF achieving annualized blended fuel revenues above $1 billion, minimum annualized EBITDA of $100 million, and Southern securing authorization to issue at least $400 million of bonds, and there is no assurance the transaction will be completed.
XCF Global, Inc. entered into a binding term sheet for a proposed three‑party business combination with Southern Energy Renewables and DevvStream Corp., under which Southern and DevvStream are expected to merge into wholly owned subsidiaries of XCF and their stockholders would receive XCF Class A common stock. To support the transaction and convert its New Rise Reno facility for sustainable aviation fuel blending, XCF agreed to a $10 million investment funded through the sale of $10 million of common stock to EEME Energy SPV I LLC, subject to a cap of 41,639,170 shares and a 19.99% beneficial ownership limit until stockholder approval. EEME is expected initially to purchase shares for $700,000, with additional purchases through March 31, 2026, and will receive customary registration rights without a lock‑up. The term sheet imposes interim restrictions, including limits on XCF’s equity line usage, reverse stock splits and certain short‑sale related activity, and can be terminated under multiple conditions. XCF highlights significant execution, regulatory, financing and Nasdaq listing‑compliance risks and cautions that the proposed deal and targeted revenue and EBITDA levels may never be achieved.
XCF Global, Inc. major shareholder Randy Soule has updated his ownership report on Schedule 13D/A. The amendment shows that Soule beneficially owns 76,067,285 shares of Class A common stock, representing 47.8% of the class. Encore DEC, LLC, a Nevada company through which Soule provides construction and engineering services, is reported as holding 21.3% of the Class A shares.
The amendment corrects earlier disclosure that misstated Encore DEC, LLC’s ownership percentage, clarifying that 21.3% is the current figure. It also lists a series of recent open‑market sales by Encore DEC, LLC between January 8 and January 14, 2026, at prices ranging from $0.1514 to $0.1762 per share. The reporting persons state they do not currently plan actions such as mergers, reorganizations, or control changes but may buy or sell XCF common stock at their discretion, subject to applicable law.
XCF Global, Inc. updates its prospectus for the registration of up to 187,180,141 shares of Class A common stock and incorporates a recent current report on management and financing developments. The filing describes a CFO transition in which Simon Oxley enters a Transition Agreement, receiving 5,246,260 restricted stock units, and shifts to a consulting role. Under a separate Consulting Agreement, he may be paid either 26,500 shares of common stock or $20,000 per month, and could receive 2,753,740 additional shares if a specified acquisition project closes under certain conditions. The company appoints William Dale as Chief Financial Officer under a services arrangement with ZRG Interim Solutions, paying ZRG $12,500 per week. XCF Global also announces it is evaluating financing options, engaging Bank of America to help structure potential debt financing to support the planned New Rise Reno 2 sustainable aviation fuel facility as part of its long-term growth strategy.
XCF Global, Inc. is updating its S-1 prospectus covering up to 72,463,768 shares of Class A common stock by adding details on a chief financial officer transition and growth financing plans.
On January 9, 2026, the company entered a Transition Agreement with outgoing CFO Simon Oxley, granting 5,246,260 restricted stock units and retaining him as a consultant with monthly fees payable in either 26,500 shares of common stock or $20,000, plus a potential 2,753,740-share award tied to closing a specified acquisition project.
Effective January 12, 2026, XCF appointed William Dale as CFO under a services agreement with ZRG Interim Solutions, paying ZRG $12,500 per week. The company also disclosed that it is evaluating financing options and has engaged Bank of America to help structure potential debt financing for its planned New Rise Reno 2 sustainable aviation fuel facility as part of its long-term growth strategy.
XCF Global, Inc. reported a chief financial officer transition and related compensation arrangements. The company entered into a Transition Agreement with outgoing CFO Simon Oxley, granting him 5,246,260 restricted stock units that will convert into Class A common shares, with the company using commercially reasonable best efforts to register those shares after issuance. He will continue in a consulting role to support the handover of CFO duties.
Under a separate Consulting Agreement, Mr. Oxley will receive a monthly fee of either 26,500 shares of common stock or
XCF Global, Inc. insider reporting person Randy Soule, a greater-than-10% owner, reported a series of indirect sales of Class A common stock through Encore DEC, LLC, where he is listed as a member. On January 13, 2026, Encore DEC, LLC sold multiple 200,000-share blocks at prices between