XCF Global (SAFX) withdraws S-1; equity line of credit will not proceed

Rhea-AI Filing Summary

XCF Global, Inc. requests withdrawal of its Registration Statement on Form S-1 (File No. 333-291020), effective as of the date hereof. The company states it has decided not to pursue the equity line of credit transactions and confirms no further securities covered by the registration statement will be issued or sold. The filing requests credit of fees under Rule 457(p) and notes Rule 477(b)’s 15-day review period.

Insights

Securities Attorney

Routine withdrawal of a filed S-1; regulatory mechanics noted.

The letter requests withdrawal of the Form S-1 (File No. 333-291020) and cites Rule 477(b) to indicate the request will be deemed granted absent SEC notice within 15 days. It also requests that fees paid be credited under Rule 457(p).

This is an administrative action tied to the issuer's decision to halt the planned equity line. Subsequent filings would be required if the company later pursues a similar offering.

Key Figures

Filing type: Form S-1 File number: 333-291020 Deemed-grant period: 15 days +1 more

4 metrics

Filing type Form S-1 Registration Statement filed October 22, 2025

File number 333-291020 Registration Statement identifier

Deemed-grant period 15 days Rule 477(b) review period

Fee treatment requested Credit fees Request under Rule 457(p)

Key Terms

Registration Statement on Form S-1, Rule 477(b), Rule 457(p)

3 terms

Registration Statement on Form S-1 regulatory

"requests withdrawal of the Registrant’s Registration Statement on Form S-1 (File No. 333-291020)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

Rule 477(b) regulatory

"Pursuant to Rule 477(b) under the Securities Act, the Registrant understands that this request... will be deemed granted"

Rule 457(p) regulatory

"requests that all fees paid to the Commission ... be credited to the Registrant’s account for future use"

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3040 Post Oak Blvd., Floor 18, Suite 164

Houston, TX 77056

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549-3628

	Re:	XCF Global, Inc.
		Request to Withdraw Registration Statement on Form S-1
		Filed on October 22, 2025
		File No. 333-291020

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), XCF Global, Inc. (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-1 (File No. 333-291020) filed with the Commission on October 22, 2025, together with all amendments and exhibits thereto (collectively, the “Registration Statement”), effective as of the date hereof.

The Registrant has decided not to continue to pursue the equity line of credit transactions due to business decisions and confirms that no further securities covered by the Registration Statement will be issued or sold. Based on the foregoing, the Registrant submits that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors.

Pursuant to Rule 477(b) under the Securities Act, the Registrant understands that this request for withdrawal of the Registration Statement will be deemed granted as of the date hereof, unless the Registrant receives notice from the Commission within 15 days of the date hereof that such request will not be granted. In accordance with Rule 457(p) under the Securities Act, the Registrant requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrant’s account for future use.

We appreciate your time and attention to this matter. Should you have any questions, please call our counsel, Julio Esquivel, of Shumaker, Loop & Kendrick, LLP, at (813) 227-2325.

	Very truly yours,
	By:	/s/ Harvey Schnitzer
	Name:	Harvey Schnitzer
	Title:	Chief Financial Officer

c: Julio C. Esquivel, Shumaker, Loop & Kendrick, LLP

FAQ

What did XCF Global (SAFX) request in the RW filing?

The company requested withdrawal of its Form S-1 (File No. 333-291020). It stated it will not pursue the equity line and asked that filing fees be credited under Rule 457(p).

When will the SEC deem the withdrawal granted?

Under Rule 477(b), the request is deemed granted as of the date hereof unless the SEC notifies the registrant within 15 days. The letter cites that 15-day review provision explicitly.

Does the withdrawal mean XCF Global will issue securities from the S-1?

No. The company states it "decided not to continue to pursue the equity line of credit transactions" and confirms no further securities covered by the Registration Statement will be issued or sold.

What happens to the fees XCF Global paid for the S-1 filing?

The registrant requests that all fees paid in connection with the Registration Statement be credited to its account for future use pursuant to Rule 457(p). The letter makes that specific request to the Commission.

Who signed the withdrawal request for XCF Global?

The withdrawal letter is signed by Harvey Schnitzer, Chief Financial Officer, and references counsel Julio C. Esquivel of Shumaker, Loop & Kendrick, LLP for questions.