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 (SAFX) named Christopher Cooper as Chief Executive Officer and director, effective immediately. Cooper brings 25+ years in energy and renewables, including leadership roles at BGN and Neste. His employment terms include a $500,000 annual base salary, a target bonus equal to 100% of base salary (payable in cash or stock, subject to limits), and stock options equal to 2% of fully diluted ownership (calculated as of September 30, 2025) vesting annually over five years.
Severance provides 100% of base salary for termination without cause or with good reason, and 150% of base salary plus immediate vesting of unvested equity upon such a termination in connection with a change in control, along with certain benefit continuations. Mihir Dange’s employment was terminated without cause; he resigned from all roles. Director Wray Thorn was appointed Interim Chairman until a permanent Chair is elected.
XCF Global (SAFX) entered two short-term promissory notes with institutional lenders, each for a principal of $560,000, totaling $1,120,000. Each note carries a $60,000 original issue discount, delivering $1,000,000 in aggregate net proceeds. The notes bear no interest unless there is an event of default, when overdue amounts accrue at 12% per annum. They mature three months from disbursement.
Disbursement is conditioned upon filing a registration statement registering shares issuable under the May 30, 2025 Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. The company must use 50% of net proceeds from sales of common stock under that agreement to repay the notes on a pro rata basis, and must immediately prepay with proceeds from any non‑permitted debt. The notes include customary covenants limiting additional indebtedness and liens, plus equal treatment provisions requiring proportionate handling of both notes.
XCF Global, Inc. (NASDAQ: SAFX) filed a Form S-1 registering up to 120,824,191 shares of Class A common stock for resale by selling stockholders. This includes 4,160,000 shares issuable upon exercise of Private Placement Warrants and 116,664,191 shares received in connection with the June 6, 2025 Business Combination and related transactions.
The company is not selling any securities in this filing and will not receive proceeds from sales by the selling stockholders. XCF Global may receive cash only if the 4,160,000 Private Placement Warrants are exercised at $11.50 per share, for potential gross proceeds of approximately $47.8 million.
Common stock outstanding before this offering was 159,231,451 shares as of the date of the prospectus. The shares may be resold from time to time on Nasdaq under “SAFX” or via private transactions, at market or negotiated prices, as outlined in the Plan of Distribution.
XCF Global, Inc. (SAFX) filed a Form S-1 to register up to 47,619,047 shares of Class A common stock for resale by Helena Global Investment Opportunities I Ltd. The shares relate to an equity line of credit (ELOC) allowing the company to sell up to $50.0 million of stock to Helena after effectiveness, at a price tied to the lowest intraday sale price over specified trading days.
The company is not selling any securities under this prospectus and will not receive proceeds from Helena’s resales. XCF may receive up to $50.0 million in gross proceeds from future sales to Helena under the ELOC. Issuances are limited by a 4.99% Beneficial Ownership Limitation and a 19.99% Exchange Cap (unless stockholder approval is obtained). The prospectus notes that potential resales could increase volatility or pressure the stock price, and Helena may be deemed an underwriter.
Common stock outstanding was 159,231,451 as of September 30, 2025. Assuming issuances equal to $50.0 million at an assumed $1.05 price, total shares outstanding would be 206,850,498. SAFX last traded at $1.05 on October 21, 2025.
XCF Global (SAFX) filed an amended 8-K to add audited and pro forma financials and update developments following the June 6, 2025 business combination that took the company public on Nasdaq. The filing details share issuance mechanics, governance agreements, financing updates, and operational contracts.
The company issued 142,130,632 shares of Class A Common Stock to legacy holders at closing, plus 622,109 shares to non‑redeeming stockholders and 1,200,000 shares via a subscription, with approximately 149.3 million shares outstanding immediately after closing. On a treasury‑stock‑method basis, fully diluted shares are approximately 157.8 million.
XCF reports substantial doubt about its ability to continue as a going concern. New Rise Reno’s GNCU loan acceleration notice was withdrawn, but events of default remain; as of September 30, 2025, bringing the loan current requires about $25,302,788, excluding roughly $2,350,030 in penalties/late charges. Under a Twain forbearance, XCF issued 4,000,000 shares; amounts owing under the ground lease total $23,719,746. The company completed two EEME Energy note conversions, issuing 1,430,550 shares at approximately $1.58 and 3,785,670 shares at approximately $1.20 per share. A Phillips 66 amendment clarified feedstock title and reporting obligations. The company cured a Nasdaq filing deficiency by filing its Q2 Form 10‑Q on October 16, 2025.
XCF Global, Inc. (Nasdaq: SAFX) reported Q2 2025 results. The company closed its business combination on June 6, 2025 and began selling renewable diesel under a supply and offtake agreement with Phillips 66. Revenue reached $6.6 million, all from renewable diesel and related environmental credits, while cost of sales was $7.8 million, resulting in a $1.2 million gross loss.
Operating expenses were $33.1 million, including $13.2 million severance and $11.3 million professional fees. Other income totaled $144.6 million, driven primarily by a $206.2 million change in fair value of warrants, partly offset by losses and fees, yielding net income of $110.3 million.
Liquidity remains tight with $405,575 in cash and $247.3 million in current liabilities. The company disclosed substantial doubt about its ability to continue as a going concern. It is in default on GNCU notes (entire balance classified current) and received a default notice under a subscription agreement requiring monthly share issuance until cured. An up to $50 million equity line was put in place; $7.4 million of commitment shares were issued.
XCF Global, Inc. (SAFX) entered a binding term sheet with New Rise Australia to form an exclusive licensing and development partnership for renewable fuel facilities in Australia focused on sustainable aviation fuel and renewable diesel. The license has a 15-year initial term and may renew in five-year periods based on performance milestones.
XCF will receive a 12.5% non-dilutable equity interest in New Rise Australia and licensing fees equal to 12.5% of net profit achievement, to be defined in the definitive agreement. Governance terms include board representation and participation rights, while XCF retains ownership of all IP and improvements.
Milestones include the development of at least three SAF production facilities within the initial term, with progress checkpoints and FEED completion included in the definitive agreement. The parties plan to finalize a definitive agreement within 60 days, subject to customary due diligence, approvals, and closing conditions.
XCF Global, Inc. is hosting a corporate presentation in New York, New York on October 9, 2025, organized by Trinity Financing Corporation. The slide presentation used at the event is furnished as Exhibit 99.1, and attendees will also receive an “XCF at a Glance” brochure, furnished as Exhibit 99.2.
The company previously issued a press release titled “XCF Global to Host Presentation in New York Organized by Trinity Financing Corporation” on October 6, 2025, which is furnished as Exhibit 99.3. These materials are provided under a Regulation FD disclosure item and are expressly described as furnished, not filed, limiting their treatment under certain Exchange Act liability provisions and incorporation by reference.
XCF Global, Inc., through its wholly owned subsidiary New Rise Renewables Reno, LLC, has amended its long-standing Supply and Offtake Agreement with Phillips 66 Company. The new amendment clarifies that Phillips 66 keeps legal title to feedstock while it is stored at the New Rise facility, and that title passes to New Rise only when the feedstock leaves storage tanks and enters processing units for conversion.
The amendment also tightens operational requirements for New Rise, including obligations to maintain flow-metering equipment, provide daily inventory reports, conduct monthly volume reconciliations, and support a reverse-flow capability so Phillips 66 can require feedstock to be reloaded from storage tanks into railcars upon written notice. All other terms of the original agreement remain unchanged and in effect.
XCF Global, Inc. filed a current report to formally add risk disclosures from its subsidiary, XCF Global Capital Inc., into its own public disclosures. The 8-K explains that XCF Global Capital’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 contains risk factors that also apply to the parent company.
Using incorporation by reference, XCF Global, Inc. makes those same risk factors part of its own disclosure record. The company notes that these risks should be considered by investors when evaluating an investment in its Class A common stock traded on The Nasdaq Stock Market under the symbol SAFX.